LITHIA MOTORS INC (Form: 10-K, Received: 03/07/2011 17:14:22)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-14733

LITHIA MOTORS, INC.

(Exact name of registrant as specified in its charter)


Oregon		93-0572810
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

360 E. Jackson Street, Medford, Oregon		97501
(Address of principal executive offices)		(Zip Code)

541-776-6899

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Class A common stock, without par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: ¨

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $137,435,000 computed by reference to the last sales price ($6.18) as reported by the New York Stock Exchange for the Registrant’s Class A common stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2010).

The number of shares outstanding of the Registrant’s common stock as of March 7, 2011 was: Class A: 22,571,272 shares and Class B: 3,762,231 shares.

Documents Incorporated by Reference

The Registrant has incorporated into Part III of Form 10-K, by reference, portions of its Proxy Statement for its 2011 Annual Meeting of Shareholders.

LITHIA MOTORS, INC.

2010 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Business		2

Item 1A.	Risk Factors		11

Item 1B.	Unresolved Staff Comments		25

Item 2.	Properties		25

Item 3.	Legal Proceedings		25

Item 4.	Reserved		25

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		26

Item 6.	Selected Financial Data		28

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		51

Item 8.	Financial Statements and Supplementary Data		53

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		53

Item 9A.	Controls and Procedures		53

Item 9B.	Other Information		54

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance		55

Item 11.	Executive Compensation		55

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		55

Item 13.	Certain Relationships and Related Transactions, and Director Independence		55

Item 14.	Principal Accountant Fees and Services		56

	PART IV

Item 15.	Exhibits and Financial Statement Schedules		56

Signatures			60

PART I

Item 1.

Business

Forward Looking Statements

Certain statements under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and elsewhere in this Form 10-K constitute forward-looking statements. Generally, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and “continue” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this Form 10-K involve known and unknown risks, uncertainties and situations that may cause our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. Some of the important factors that could cause actual results to differ from our expectations are discussed in Item 1A. to this Form 10-K.

While we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements.

Overview

We are a leading operator of automotive franchises and a retailer of new and used vehicles and services. As of March 7, 2011, we offered 26 ⁽¹⁾ brands of new vehicles and all brands of used vehicles in 82 ⁽²⁾ stores in the United States and online at Lithia.com . We sell new and used cars and light trucks, replacement parts; provide vehicle maintenance, warranty, paint and repair services and arrange related financing, service contracts, protection products and credit insurance.

Our dealerships are primarily located in mid-size regional markets throughout the Western and Midwestern regions of the United States. The majority of our franchises are in “single-point” locations, enabling brand exclusivity with no other dealership with the same franchise in the market.

The following tables set forth information about our stores that were part of operations as of December 31, 2010:


State	Number of Stores		Percent of 2010 Revenue
Texas		14		25	%
Oregon		16		15
California		11		11
Washington		7		10
Alaska		7		10
Montana		7		8
Iowa		7		7
Idaho		6		6
Nevada		4		4
North Dakota		3		2
Colorado		1		1
New Mexico		1		1

Total		84		100	%

⁽¹⁾	Added a Fiat franchise in March 2011.

⁽²⁾	Operations were ceased at one store in Idaho in January 2011 and one store in Oregon in March 2011.

Business Strategy and Operations

Our mission is to be the preferred provider of cars and trucks and related services in North America. We strive for diversification in our products and services, brands and geographic locations to insulate us from market risk and to maintain profitability. We have developed a centralized support structure to reduce store level administrative functions. This allows store personnel to focus on providing a positive customer experience. With our management information systems, our emphasis on standardized operating practices and administrative functions performed centrally in Medford, Oregon, we seek to gain economies of scale from our dealership network.

To reduce our dependence on any one manufacturer and our susceptibility to changing consumer preferences, we offer a variety of luxury, import and domestic new vehicle brands and models. Encompassing economy and luxury cars, sports utility vehicles, crossovers, minivans and light trucks, we believe our brand mix is well-suited to what people want in the markets we serve. For example, in the rural, agricultural markets, as opposed to metropolitan markets, we believe more consumers prefer trucks or SUVs, and a larger percentage of customers choose domestic vehicles.

We have centralized many administrative functions to streamline store level operations. Accounts payable, accounts receivable, credit and collections, accounting and taxes, information technology, legal, human resources, human development, treasury, cash management, advertising and marketing are all centralized at our corporate headquarters. The reduction of administrative functions at our stores allows our local managers to focus on customer-facing opportunities to generate increased revenues and gross profit. Our operations are supported by our dedicated training and personnel development program, which shares best practices across our dealership network and seeks to develop our store management talent.

Operations are structured to promote an entrepreneurial environment at the dealership level. Each store’s general manager, with assistance from regional and corporate management, is ultimately responsible for dealership operations, personnel, store culture and financial performance.

During 2010, we focused on the following key areas to achieve our mission:

•

increasing revenues in all business lines;

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capturing a greater percentage of overall new vehicle sales in our local markets;

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selling lower-priced used vehicles to reach additional customers;

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reducing exposure to Chrysler through risk management and acquisition of other franchises;

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reducing the amount of non-operating assets by divesting closed facilities and vacant land;

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utilizing prudent cash management, including investing capital to produce accretive returns; and

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reducing our exposure to pending debt maturities by renewing and extending debt instruments.

We believe our cost structure is aligned with current industry sales levels. Through initiatives started in the second quarter of 2008, we have successfully established a cost structure which can be leveraged as vehicle sales levels improve. Our selling, general and administrative expense as a percentage of gross profit has improved to 78.8% in 2010 compared to 86.2% in 2008. In periods of higher revenue, for example the third quarter of 2010, our selling, general and administrative expense as a percentage of gross profit was as low as 73.8%. We believe we are well positioned to improve our selling, general and administrative expense leverage as vehicle sales levels continue to improve.

We continuously evaluate our portfolio of franchises, divesting stores that are not expected to meet our financial return requirements while selectively acquiring attractive stores in our target markets. In the past three years, we generated $72.7 million in cash by divesting stores that did not meet our financial return expectations. Additionally, in 2010, we spent $23.7 million in cash on acquisitions which increase revenue and diversify our portfolio.

New Vehicles

In 2010, we sold 33,701 new vehicles, generating 22.9% of our gross profit for the year. New vehicle sales also have the potential to create incremental profit opportunities through manufacturer incentives, resale of trade-in vehicles, sale of third-party financing, vehicle service and insurance contracts, and future service and repair work.

In 2010, we represented 25 domestic and imported brands ranging from economy to luxury cars, sport utility vehicles, crossovers, minivans and light trucks.


Manufacturer	Percent of 2010 Total Revenue			Percent of 2010 New Vehicle Revenue			Percent of 2010 New Vehicle Gross Profit
Chrysler, Jeep, Dodge		15.0	%		29.9	%		30.6	%
GMC, Chevrolet, Cadillac, Buick		8.7			17.3			18.0
Toyota, Scion		5.9			11.8			11.5
BMW		4.5			9.0			7.5
Honda, Acura		3.5			7.0			7.5
Ford, Lincoln		3.0			6.0			4.9
Subaru		2.2			4.4			3.7
Hyundai		2.0			4.0			5.5
Volkswagen, Audi		1.6			3.2			3.2
Nissan		1.3			2.7			2.9
Mercedes		1.1			2.2			2.1
Kia		0.7			1.5			1.4
Porsche		0.4			0.7			0.9
Mazda		0.2			0.3			0.3
Suzuki		*			*			*
Saab		*			*			*

Total		50.1	%		100.0	%		100.0	%

*	Less than 0.1%

We purchase our new car inventory directly from manufacturers, who generally allocate new vehicles to stores based on availability, monthly sales and market area. Accordingly, we rely on the manufacturers to provide us with vehicles that meet consumer demand at suitable locations, with appropriate quantities and prices. However, high demand vehicles are often in short supply. We exchange vehicles with other automotive retailers and between our own stores to accommodate customer demand and to balance inventory.

Used Vehicles

At each new vehicle store, we also sell used vehicles. We have certain stores that sell only used vehicles. In 2010, retail used vehicle sales generated 21.5% of our gross profit.

Our used vehicle operations give us an opportunity to:

•

generate sales to customers financially unable or unwilling to purchase a new vehicle;

•

increase new and used vehicle sales by aggressively pursuing customer trade-ins; and

•

increase finance and insurance revenues and service and parts sales.

Our longer-term strategy is to maintain a ratio of one retail used vehicle sale to one retail new vehicle sale. For the past two years, we have been able to maintain this ratio. We achieve this through offering three categories of used vehicles: manufacturer certified used vehicles; late model, lower mileage vehicles; and value autos. We offer manufacturer certified used vehicles at most of our franchised dealerships. These vehicles undergo additional reconditioning and receive an extended factory-provided

warranty. Late model, lower mileage vehicles are highly reconditioned and offer a Lithia certified warranty. Value autos are older, higher mileage vehicles that undergo a safety check and a lesser degree of reconditioning. Value autos are offered to customers who require a less expensive vehicle with lower monthly payments.

We acquire our used vehicles through customer trade-ins and at closed auctions. We also purchase vehicles directly from customers visiting our stores, private parties advertising through local newspapers, competing dealers and online.

In addition, as a complement to our ongoing used vehicle operation at each store, and in response to customer demand, we use personnel in our support services group to identify and communicate the optimal mix of used vehicles that are most attractive to our markets. We conduct our own internal used vehicle auctions, and often centrally manage the sale of used vehicles at public auctions at the corporate level.

We wholesale used vehicles that are in poor condition, are aged in our inventory, or are not suitable for our stocking plan. In 2010, we increased the number of late-model used vehicles we wholesaled based on our sales experience with similar cars and as we shifted our mix to increase the number of value autos in inventory.

Vehicle Financing

We believe that arranging financing is an important part of our ability to sell vehicles and related products and services. Our sales personnel and finance and insurance managers receive training in securing customer financing and possess extensive knowledge of available financing alternatives. We attempt to arrange financing for every vehicle we sell and we offer customers financing on a “same day” basis, giving us an advantage, particularly over smaller competitors who do not generate enough sales to attract our breadth of finance sources.

We earn a commission on each finance, service and insurance contract we write and subsequently sell to a third-party. We normally arrange financing for customers by selling the contracts to outside sources on a non-recourse basis to avoid the risk of default.

We were able to arrange financing on 72% of the vehicles we sold during 2010, compared to 68% in 2009. Our presence in multiple markets and changes in technology surrounding the credit application process have allowed us to utilize a larger network of lenders across a broader geographic area. Additionally, credit markets improved throughout 2010, as the asset-backed securities market for automotive paper improved and banks increased the volume of automotive loans initiated. Sub-prime customers, who comprised approximately 8% of the financing we completed in 2010, continue to experience constraints in obtaining automotive financing. While the market for sub-prime customers improved in 2010, we believe vehicle sales will increase as these customers are able to obtain loans at more attractive terms.

Service Contracts and Other Products

Our finance and insurance managers also market third-party extended warranty contracts, insurance contracts and vehicle and theft protection products to our new and used vehicle buyers. These products and services yield higher profit margins than vehicle sales and contribute significantly to our profitability. Extended warranty contracts for new vehicles provide additional coverage beyond the duration or scope of the manufacturer’s warranty. We also sell service contracts to used vehicle buyers, which provide coverage for certain major repairs. We believe the sale of extended warranties and service contracts increase our service and parts business as well, linking future repair work to our locations.

When customers finance an automobile purchase, we offer them guaranteed auto protection (“gap”) coverage that provides protection from loss incurred by the difference in the amount owed and the amount received under a comprehensive insurance claim. We receive a commission on each gap policy sold.

We offer a lifetime lube, oil and filter (“LOF”) service, which, in 2010, was purchased by 34% of our total new and used vehicle buyers. This service helps us retain customers by building customer loyalty and it provides opportunities for selling additional routine maintenance items and generating repeat service and parts business. In 2010, we sold approximately $51 of additional maintenance on each lifetime LOF service we performed.

Service, Body and Parts

In 2010, our service, body and parts operations generated 37% of our gross profit. Our service, body and parts operations are an integral part of establishing customer loyalty and contribute significantly to our overall revenue and profits. We provide parts and service primarily for the new vehicle brands sold by our stores, but we also service most makes and models.

The service and parts business provides important repeat revenues to our stores. We market our parts and service products by notifying owners when their vehicles are due for periodic service. This encourages preventive maintenance rather than post-breakdown repairs. The number of customers who purchase our lifetime LOF service helps to improve customer loyalty and provides opportunities for repeat parts and service business.

Revenues from the service and parts departments are particularly important during economic downturns, as owners tend to repair their existing vehicles rather than buy new vehicles during such periods. This partially mitigates the effects of a drop in new vehicle sales that may occur in a recessionary economic environment.

Our service, body and parts operations provide us an opportunity to build the Lithia Automotive brand independent of new vehicle franchises. We have branded our service processes as “Assured Service.” Assured Service provides customer benefits such as same day service, upfront price guarantees and a three-year/50,000 mile warranty on repairs. We have also launched “Assured Automotive Products” on various commodity items such as tires, filters and batteries. These store branded parts provide improved margins as we procure in bulk directly from the manufacturer.

The number of vehicles in operation has been declining over the past several years as the extended challenging economic environment has curtailed vehicle purchases. We believe that this presents a challenge to our service, body and parts business in the foreseeable future as there are fewer vehicles requiring service. We expect this impact to be more severe for domestic brands, as, over time, there will be fewer domestic vehicles in service due to their decline in overall market share over the past few years from the levels seen historically.

To counteract the impact of fewer units in operation, we have increased marketing efforts and lowered prices on routine maintenance items. We have also focused on offering more commodity products, such as wiper blades and tires, with the goal of being a full service provider for all of our customers’ vehicle needs. We believe offering ‘one-stop shopping’ will be an important point of differentiation, particularly to take advantage of additional sales opportunities with customers purchasing a lifetime LOF service. These return customers provide an opportunity to offer more diversified services, and will help to offset the impact from the decline in the number of vehicles in operation.

In 2010, the expected decline in service revenues was partially offset as we serviced a greater percentage of older vehicles than we have historically. We believe this is due to the efforts outlined above as well as our customers keeping their vehicles for longer periods of time, providing us with opportunities to service their vehicles deeper into the ownership cycle.

In 2010, we added collision centers to stores in Iowa and Oregon. We believe body shops provide an attractive opportunity to grow our business, and we continue to evaluate potential locations to expand. We currently operate 15 collision repair centers: four in Texas; three in Oregon; two each in Idaho and Iowa; and one each in Alaska, Washington, Montana and Nevada.

Marketing

We market ourselves as Lithia Auto Stores-Serving our Communities since 1946. In most markets, except where prohibited by franchise requirements, our stores are identified as Lithia Auto Stores.

We emphasize customer satisfaction and we realize that customer retention is critical to our success. We want our customers’ experiences to be satisfying so that they refer us to their families and friends. We utilize an owner marketing strategy, consisting of email, traditional mail and phone contact, to maintain regular communication and solicit feedback.

To increase awareness and traffic at our stores, we employ a combination of traditional and digital media to reach potential customers. Total advertising expense, net of manufacturer credits, was $27.1 million in 2010, $18.4 million in 2009 and $17.6 million in 2008. In 2010, approximately 65% of those funds were spent in traditional media and 35% were spent in digital and owner communications. In all of our communications, we seek to differentiate ourselves from competitors by conveying price, selection and finance benefits unique to Lithia.

Certain advertising and marketing expenditures are offset by manufacturer co-op programs. Advertising credits not tied to specific vehicles are earned as requests for reimbursement are submitted to manufacturers for qualifying advertising expenditures. These reimbursements are recognized as a reduction of advertising expense upon manufacturer confirmation of submitted expenditures. Manufacturer cooperative advertising credits were $2.7 million in 2010, $3.8 million in 2009 and $4.3 million in 2008.

Many people now shop online before visiting our stores. We maintain websites for all of our stores and a corporate site (Lithia.com) dedicated to generating customer leads for our stores. Today, our websites enable our customers to:

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locate our stores and identify the new vehicle brands sold at each store;

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search new and pre-owned vehicle inventory;

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view current pricing and specials;

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obtain Kelley Blue Book values;

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submit credit applications;

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shop for and order manufacturers’ vehicle parts;

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schedule service appointments;

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pay for service; and

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provide feedback about their Lithia experience.

We also have mobile versions of our websites in anticipation of greater adoption of mobile technology.

We post our inventory on major new and used vehicle listing services (cars.com, autotrader.com, kbb.com, ebay, craigslist, etc.) to reach online shoppers. We also employ search engine optimization, search engine marketing and online display advertising to reach more online prospects.

Social influence marketing represents a very cost-effective method to enhance our corporate reputation and increase vehicle sales and service. We are deploying tools and training to our employees in ways that will help us listen to our customers and create more ambassadors for Lithia.

Franchise Agreements

Each of our stores operate under a separate agreement (“Franchise Agreement”) with the manufacturer of the new vehicle brand it sells.

Typical automobile Franchise Agreements specify the locations within a designated market area at which the store may sell vehicles and related products and perform certain approved services. The designation of such areas and the allocation of new vehicles among stores are at the discretion of the manufacturer. Franchise Agreements do not, however, guarantee exclusivity within a specified territory.

A Franchise Agreement may impose requirements on the store with respect to:

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facilities and equipment;

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inventories of vehicles and parts;

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minimum working capital;

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training of personnel; and

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performance standards for market share and customer satisfaction.

Each manufacturer closely monitors compliance with these requirements and requires each store to submit monthly financial statements. Franchise Agreements also grant a store the right to use and display manufacturers’ trademarks, service marks and designs in the manner approved by each manufacturer.

We have determined the useful life of a Franchise Agreement is indefinite, even though certain Franchise Agreements are renewed after one to five years. In our experience, agreements are routinely renewed without substantial cost and there are legal remedies to help prevent termination. Certain Franchise Agreements, including those with Ford and Chrysler, have no termination date. In addition, state franchise laws protect franchised automotive retailers. Under certain laws, a manufacturer may not terminate or fail to renew a franchise without good cause or prevent any reasonable changes in the capital structure or financing of a store.

The typical Franchise Agreement provides for early termination or non-renewal by the manufacturer upon:

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a change of management or ownership without manufacturer consent;

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insolvency or bankruptcy of the dealer;

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death or incapacity of the dealer/manager;

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conviction of a dealer/manager or owner of certain crimes;

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misrepresentation of certain sales or inventory information by the store, dealer/manager or owner to the manufacturer;

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failure to adequately operate the store;

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failure to maintain any license, permit or authorization required for the conduct of business;

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poor market share; or

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low customer satisfaction index scores.

Agreements generally provide for prior written notice before a franchise can be terminated under most circumstances. We also sign master framework agreements with most manufacturers that impose additional requirements on our stores. See Item 1A. “Risk Factors.”

Competition

The retail automotive business is highly competitive. Currently, there are approximately 18,000 dealers in the United States, many of whom are independent operators managed by individuals, families or small retail groups. We compete primarily with other automotive retailers, both publicly and privately-held.

Vehicle manufacturers have designated specific marketing and sales areas within which only one dealer of a vehicle brand may operate. In addition, our Franchise Agreements typically limit our ability to acquire multiple dealerships of a given brand within a particular market area. Certain state franchise laws also restrict us from relocating our dealerships, or establishing new dealerships of a particular brand, within any area that is served by another dealer with the same brand. Accordingly, to the extent that a market has multiple dealers of a particular brand, as certain markets we are in do, we are subject to significant intra-brand competition.

We are larger and have more financial resources than most private automotive retailers with which we currently compete in the majority of our regional markets. We compete directly with retailers with similar or greater resources in our metropolitan markets in Seattle, Washington and Concord, California. If we enter other metropolitan markets, we may face competitors that are larger or have access to greater financial resources. We do not have any cost advantage in purchasing new vehicles from manufacturers. We rely on advertising and merchandising, pricing, our customer guarantees and sales model, our sales expertise, service reputation and the location of our stores to sell new vehicles.

Regulation

Automotive and Other Laws and Regulations

We operate in a highly regulated industry. A number of state and federal laws and regulations affect our business. In every state in which we operate, we must obtain various licenses in order to operate our businesses, including dealer, sales and finance and insurance licenses issued by state regulatory authorities. Numerous laws and regulations govern our conduct of business, including those relating to our sales, operations, financing, insurance, advertising and employment practices. These laws and regulations include state franchise laws and regulations, consumer protection laws, privacy laws, escheatment laws, anti-money laundering laws and other extensive laws and regulations applicable to new and used motor vehicle dealers, as well as a variety of other laws and regulations. These laws also include federal and state wage-hour, anti-discrimination and other employment practices laws.

Our financing activities with customers are subject to numerous federal, state and local laws and regulations. Claims arising out of actual or alleged violations of law may be asserted against us or our stores by individuals, a class of individuals, or governmental entities. These claims may expose us to significant damages or other penalties, including revocation or suspension of our licenses to conduct store operations and fines.

Our operations are subject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards promulgated by the United States Department of Transportation, and the rules and regulations of various state motor vehicle regulatory agencies.

Environmental, Health, and Safety Laws and Regulations

Our operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and fuel. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment and public health and safety.

Most of our stores utilize aboveground storage tanks, and, to a lesser extent, underground storage tanks, primarily for petroleum-based products. Storage tanks are subject to periodic testing, containment, upgrading and removal under the Resource Conservation and Recovery Act and its state law counterparts. Clean-up or other remedial action may be necessary in the event of leaks or other discharges from storage tanks or other sources. In addition, water quality protection programs under the

federal Water Pollution Control Act (commonly known as the Clean Water Act), the Safe Drinking Water Act and comparable state and local programs govern certain discharges from our operations. Similarly, certain air emissions from operations, such as auto body painting, may be subject to the federal Clean Air Act and related state and local laws. Certain health and safety standards promulgated by the Occupational Safety and Health Administration of the United States Department of Labor and related state agencies also apply.

Certain stores are parties to proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, typically in connection with materials that were sent to former recycling, treatment and/or disposal facilities owned and operated by independent businesses. The remediation or clean-up of facilities where the release of a regulated hazardous substance occurred is required under CERCLA and other laws.

We incur certain costs to comply with applicable environmental, health and safety laws and regulations in the ordinary course of our business. We do not anticipate, however, that the costs of such compliance will have a material adverse effect on our business, results of operations, cash flows or financial condition, although such outcome is possible given the nature of our operations and the extensive environmental, public health and safety regulatory framework. We are aware of minor contamination at certain of our facilities, and we are in the process of conducting investigations and/or remediation at certain properties. In certain cases, the current or prior property owner is conducting the investigation and/or remediation or we have been indemnified by either the current or prior property owner for such contamination. The current level of contamination is such that we do not expect to incur significant costs for the remediation. However, no assurances can be given that material environmental commitments or contingencies will not arise in the future, or that they do not already exist but are unknown to us.

Employees

As of December 31, 2010, we employed approximately 4,039 persons on a full-time equivalent basis.

Available Information and NYSE Compliance

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). You may inspect and copy our reports, proxy statements, and other information filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet Web site at http://www.sec.gov where you may access copies of our SEC filings. We also make available, on our website at www.lithia.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are filed electronically with the SEC. The information found on our website is not part of this Form 10-K. You may also obtain copies of these reports by contacting Investor Relations at 541-776-6591.

As required by the NYSE Corporate Governance Standards, we filed the appropriate certifications with the NYSE in 2010 confirming that our CEO is not aware of any violations of the NYSE Corporate Governance Standards and we also filed with the SEC, in 2010, the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act.

Item 1A. Risk Factors

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

Risks related to our business

Adverse conditions affecting one or more key manufacturers may negatively impact our business, results of operations, financial condition and cash flows.

We are subject to a concentration of risk in the event of financial distress, including potential reorganization or bankruptcy, of a major vehicle manufacturer. We purchase substantially all of our new vehicles from various manufacturers or distributors at the prevailing prices available to all franchised dealers. We finance certain new vehicle inventory with automotive manufacturers’ captive finance subsidiaries or their affiliated finance companies. Our sales volume could be materially adversely impacted by the manufacturers’, distributors’ or finance companies’ inability to supply our stores with an adequate supply of vehicles and related financing. Our Chrysler, GM and Ford (which we refer to as the Domestic Manufacturers) stores represented approximately 32%, 18% and 6%, respectively, of our sales in both 2010 and 2009.

Most manufacturers have experienced significant declines in sales due to the recent economic recession. Many have disclosed substantial operating losses over the recent past. Two of these manufacturers, Chrysler and GM, filed a petition for Chapter 11 bankruptcy protection in the second quarter of 2009. Both succeeded in receiving approval for the transfer and sale of key operating assets into new companies with reduced debt, improved operating efficiencies, new ownership and resized operations.

In connection with these reorganizations, both manufacturers terminated certain franchise agreements nationwide. Two of our Chrysler store franchises were terminated in the bankruptcy and those dealerships have ceased operations. One General Motors store franchise was also terminated. Additionally, in certain markets, we were awarded additional franchises to sell the Chrysler or Jeep brands. As a result of pending litigation, it is possible that we could lose the recently awarded additional brands, or have competing points reinstated in our existing markets. Further, significant reinstatement by Chrysler or GM could add additional costs and burdens on the reorganized manufacturers, reducing their competitiveness. We are unable to predict the ultimate financial impact on our business, if any.

Resizing operations could negatively impact the volume of vehicles produced and available to dealers. As such, no assurances can be given that our financial condition, results of operations and cash flows will not be adversely impacted in the future.

The circumstances surrounding the manufacturers’ continued viability and the success of the reorganized companies remain fluid and uncertain. There can be no assurance that we will be able to successfully address the risks described above or those of the current economic circumstances and weak sales environment.

Our business will be harmed if overall consumer demand continues to suffer from a severe or sustained downturn.

Our business is heavily dependent on consumer demand and preferences. The downturn in overall levels of consumer spending has materially and adversely affected our revenues. Retail vehicle sales are cyclical and historically have experienced periodic downturns characterized by oversupply and weak demand. These cycles are often dependent on general economic conditions and consumer confidence,

as well as the level of discretionary personal income and credit availability. Economic conditions may remain anemic for an extended period of time, or deteriorate in the future. This continuation would have a material adverse effect on our retail business, particularly sales of new and used automobiles.

Our business may be adversely affected by unfavorable conditions in our local markets, even if those conditions are not prominent nationally.

Our performance is subject to local economic, competitive and other conditions prevailing in our various geographic areas. Our dealerships are currently located in limited markets in 12 states, with three states accounting for approximately 51% of our annualized revenue in 2010. Our results of operations, therefore, depend substantially on general economic conditions and consumer spending levels in those markets and could be materially adversely affected to the extent these markets experience sustained economic downturns regardless of improvements in the U.S. economy overall.

Our success depends in large part upon the overall demand for the particular lines of vehicles that each of our stores sell and the ability of the manufacturers to continue to deliver high quality, defect-free vehicles.

Demand for our primary manufacturers’ vehicles as well as the financial condition, management, marketing, production and distribution capabilities of these manufacturers can significantly affect our business. Events that adversely affect a manufacturer’s ability to timely deliver new vehicles may adversely affect us by reducing our supply of popular new vehicles and leading to lower sales in our stores during those periods than would otherwise occur. In addition, the discontinuance of a particular brand could negatively impact our revenues and profitability.

Many new competitors are entering the automotive industry. New companies have recently raised capital to produce fully electric vehicles or to license battery technology to existing manufacturers. Foreign manufacturers from China and India are producing significant volumes of new vehicles and are entering the U.S. and selecting partners to distribute their products. As the automotive market in the U.S. is mature and the overall level of new vehicle sales may not increase in the coming years, the success of new competitors will likely be at the expense of other, established brands. This could have a material adverse impact on our success in the future.

Vehicle manufacturers would be adversely impacted by economic downturns or recessions, adverse fluctuations in currency exchange rates, significant declines in the sales of their new vehicles, increases in interest rates, declines in their credit ratings, labor strikes or similar disruptions (including within their major suppliers), supply shortages or rising raw material costs, rising employee benefit costs, adverse publicity that may reduce consumer demand for their products, product defects, vehicle recall campaigns, litigation, poor product mix or unappealing vehicle design, or other adverse events. These and other risks could materially adversely affect any manufacturer and limit its ability to profitably design, market, produce or distribute new vehicles, which, in turn, could materially adversely affect our business, results of operations, financial condition and cash flows.

Additionally, federal and certain state laws mandate minimum levels of vehicle fuel economy and establish emission standards which levels and standards could be increased in the future, including requiring the use of renewable energy sources. Such laws often increase the costs of new vehicles generally, which would be expected to reduce demand. Further, changes in these laws could result in fewer vehicles available for sale by manufacturers unwilling or unable to comply with the higher standards.

A decline of available financing in the lending market has, and may continue to, adversely affect our vehicle sales volume.

A significant portion of vehicle buyers, particularly in the used car market, finance their purchases of automobiles. Sub-prime lenders have historically provided financing for consumers who, for a variety of reasons, including poor credit histories and lack of down payment, do not have access to more traditional finance sources. Lenders have generally tightened their credit standards. In the event lenders maintain or further tighten their credit standards or there is a further decline in the availability of credit in the lending market, the ability of these consumers to purchase vehicles could be limited, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are dependent on manufacturer, manufacturer-affiliated or other financing companies to provide floorplan sources for our new vehicle inventories. If floorplan sources are eliminated or reduced, no assurance can be given that we will be able to secure additional borrowing facilities. Additionally, our floorplan debt is due upon demand, and it may be called at any time.

We secure real estate financing from certain lenders with a commitment that we continue to maintain associated floorplan lines at the location so long as any mortgage debt remains outstanding. Such a commitment subjects us to the prevailing floorplan line rate and terms offered by the lender, unless we are able to refinance our real estate debt placed with them.

We currently have relationships with a number of manufacturers, their affiliated finance companies or other finance companies, including Ally Bank, Mercedes-Benz Financial Services USA, LLC, Toyota Financial Services (“TFS”), Ford Motor Credit Company, VW Credit, Inc., American Honda Finance Corporation, Nissan Motor Acceptance Corporation and BMW Financial Services NA, LLC. These companies provide new vehicle floorplan financing for their respective brands. Ally Bank (formerly GMAC LLC) serves as the primary lender for all other brands. At December 31, 2010, Ally Bank was the floorplan provider on approximately 65% of the amount of floorplan debt outstanding. Certain of these companies, including Ally Bank, have incurred significant losses and are operating under financial constraints. Other companies may incur losses in the future or undergo funding limitations. As a result, credit that has typically been extended to us by the companies may be modified with terms unacceptable to us or revoked entirely. If these events were to occur, we may not be able to pay our floorplan debts or borrow sufficient funds to refinance the vehicles. Even if new financing were available, it may not be on terms acceptable to us.

If manufacturers or distributors discontinue or change sales incentives, warranties and other promotional programs, our business, results of operations, financial condition and cash flows may be materially adversely affected.

We depend upon the manufacturers and distributors for sales incentives, warranties and other programs that are intended to promote new vehicle sales or support dealership profitability. Manufacturers and distributors routinely make changes to their incentive programs. Key incentive programs include:

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customer rebates;

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dealer incentives on new vehicles;

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special rates on certified, pre-owned cars;

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below-market financing on new vehicles and special leasing terms; and

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sponsorship of used vehicle sales by authorized new vehicle dealers.

Our financial condition could be materially adversely impacted by a discontinuation or change in our manufacturers’ or distributors’ incentive programs. In addition, certain manufacturers, including BMW and Mercedes, use a dealership’s manufacturer-determined customer satisfaction index, or CSI, score as a factor governing participation in incentive programs. To the extent we cannot meet minimum score requirements, we may be precluded from receiving certain incentives, which could materially adversely affect our business, results of operations, financial condition and cash flows.

Increasing fuel prices change consumer demand. Significant increases in fuel prices can be expected to reduce vehicle sales.

Historically, in times of rapid increase in crude oil and fuel prices, sales of vehicles have dropped, particularly in the short term, as the economy slows, consumer confidence wanes and fuel costs become more prominent to the consumer’s buying decision. Limited supply of, and an increasing demand for, crude oil over time are expected to result in significant price increases in the future. In sustained periods of higher fuel costs, consumers who do purchase vehicles tend to prefer smaller, more fuel efficient vehicles (which typically have lower margins) or hybrid vehicles (which can be in limited supply during these periods).

Additionally, a significant portion of our new vehicle revenue and gross profit is derived from domestic manufacturers. These manufacturers have historically sold a higher percentage of trucks and SUVs than import or luxury brands. As such, they may experience a more significant decline in sales in the event that fuel prices increase.

The ability of our stores to make new vehicle sales depends in large part upon the manufacturers and, therefore, any disruption or change in our relationships with manufacturers may materially and adversely affect our business, results of operations, financial condition and cash flows.

We depend on the manufacturers to provide us with a desirable mix of new vehicles. The most popular vehicles usually produce the highest profit margins and are frequently in short supply. If we cannot obtain sufficient quantities of the most popular models, our profitability may be adversely affected. Sales of less desirable models may reduce our profit margins.

Each of our stores operates pursuant to a Franchise Agreement with each of the respective manufacturers for which it serves as franchisee. These agreements are typically renewed after one to five years, but may also be granted into perpetuity. In our experience, agreements are routinely renewed without substantial cost and there are legal remedies to help prevent termination.

However, manufacturers exert significant control over our stores through the terms and conditions of their franchise agreements. Such agreements contain provisions for termination or non-renewal for a variety of causes, including CSI scores and sales and financial performance. From time to time, certain of our stores have failed to comply with certain provisions of their franchise agreements, and we cannot assure you that our stores will be able to comply with these provisions in the future. In addition, actions taken by a manufacturer to exploit its bargaining position in negotiating the terms of renewals of franchise agreements or otherwise could also have a material adverse effect on our revenues and profitability. If a manufacturer terminates or fails to renew one or more of our significant franchise agreements or a large number of our franchise agreements, such action could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our franchise agreements also specify that, except in certain situations, we cannot operate a franchise by another manufacturer in the same building as the manufacturer’s franchised store. This may require us to build new facilities at a significant cost. Moreover, our manufacturers generally require that the store meet defined image standards. These commitments could require us to make significant capital expenditures.

If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, non-renewal or renegotiation of their franchise agreements. Additionally, federal bankruptcy law can override protections afforded under state dealer laws.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a franchise agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Certain state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer’s criteria within the notice period to avoid the termination or non-renewal. If dealer laws are repealed in the states in which we operate, manufacturers may be able to terminate our franchises without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for our dealers to renew their franchise agreements upon expiration.

In addition, these laws restrict the ability of automobile manufacturers to directly enter the retail market in the future. If manufacturers obtain the ability to directly retail vehicles and do so in our markets, such competition could have a material adverse effect on our business, results of operations, financial condition and cash flows.

As evidenced by the recent bankruptcy proceedings of both Chrysler and GM, state dealer laws do not afford continued protection from manufacturer terminations or non-renewal of franchise agreements. While we do not believe additional bankruptcy filings are probable, no assurances can be given that a manufacturer will not seek protection under bankruptcy laws, or that, in this event, they will not seek to terminate franchise rights held by us.

Manufacturer stock ownership restrictions may impair our ability to maintain or renew franchise agreements or issue additional equity.

Certain of our franchise agreements prohibit transfers of ownership interests of a store or, in selected cases, its parent. The most prohibitive restriction which could be imposed by various manufacturers, including Honda/Acura, Hyundai, Mazda and Nissan, provides that, under certain circumstances, we may lose a franchise if a person or entity acquires an ownership interest in us above a specified level (ranging from 20% to 50% depending on the particular manufacturer’s restrictions and falling as low as 5% if another vehicle manufacturer is the entity acquiring the ownership interest) without the approval of the applicable manufacturer. Other restrictions in certain franchise agreements with manufacturers, including Ford, GM, Honda/Acura and Toyota, provide that a change in control in the Company without prior consent is a violation of our franchise or dealer framework agreement. Transactions in our stock by our shareholders or prospective shareholders are generally outside of our control and may result in the termination or non-renewal of one or more of our franchises or impair our ability to negotiate new franchise agreements for dealerships we desire to acquire in the future, which may have a material adverse effect on our business, results of operations, financial condition and cash flows. These restrictions may also prevent or deter a prospective acquirer from acquiring control of us or otherwise adversely affect the market price of our Class A common stock or limit our ability to restructure our debt obligations.

Our overall liquidity and earnings may be materially adversely affected by failures of, or delays by, manufacturers in remitting payments to us.

We rely on our manufacturer partners to pay amounts owed to us on customary business terms. The amounts owed to us primarily relate to, but are not limited to, warranty work performed, factory holdback or other manufacturer incentives. Total receivables from manufacturers were $14.2 million and $11.0 million as of December 31, 2010 and 2009, respectively. In the event manufacturers significantly delay or fail to make payments of amounts owed, our overall liquidity and earnings position could be materially and adversely affected.

Increasing competition among automotive retailers reduces our profit margins on vehicle sales and related businesses. Further, the use of the Internet in the car purchasing process could materially adversely affect us.

Automobile retailing is a highly competitive business. Our competitors include publicly and privately-owned dealerships, of which certain competitors are larger and have greater financial and marketing resources than we have. Many of our competitors sell the same or similar makes of new and used vehicles that we offer in our markets at competitive prices. We do not have any cost advantage in purchasing new vehicles from manufacturers due to economies of scale or otherwise.

Our finance and insurance business and other related businesses, which have higher margins than sales of new and used vehicles, are subject to strong competition from various financial institutions and other third parties.

The internet has become a significant part of the sales process in our industry. Customers are using the internet to compare pricing for vehicles and related finance and insurance services, which may further reduce margins for new and used vehicles and profits for related finance and insurance services. If internet new vehicle sales are allowed to be conducted without the involvement of franchised dealers, our business could be materially adversely affected. In addition, other franchise groups have aligned themselves with services offered on the internet or are investing heavily in the development of their own internet capabilities, which could materially adversely affect our business, results of operations, financial condition and cash flows.

Our Franchise Agreements do not grant us the exclusive right to sell a manufacturer’s product within a given geographic area. Our revenues or profitability could be materially adversely affected if any of our manufacturers award franchises to others in the same markets where we operate or if existing franchised dealers increase their market share in our markets.

In addition, we may face increasingly significant competition as we strive to gain market share through acquisitions or otherwise. Our operating margins may decline over time as we expand into markets where we do not have a leading position.

Import product restrictions and foreign trade risks may impair our ability to sell foreign vehicles profitably.

A significant portion of the vehicles we sell, as well as certain major components of such vehicles, are manufactured outside the United States. Accordingly, we are affected by import and export restrictions of various jurisdictions and are dependent, to a certain extent, on general socio-economic conditions in, and political relations with, a number of foreign countries. Additionally, fluctuations in currency exchange rates may increase the price and adversely affect our sales of vehicles produced by foreign manufacturers. Imports into the United States may also be adversely affected by increased transportation costs and tariffs, quotas or duties, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Environmental, health or safety regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows or cause us to incur significant expenditures.

We are subject to various federal, state and local environmental, health and safety regulations which govern items such as the generation, storage, handling, use, treatment, recycling, transportation, disposal and remediation of hazardous material and the emission and discharge of hazardous material into the environment. Under certain environmental regulations or pursuant to signed private contracts, we could be held responsible for all of the costs relating to any contamination at our present, or our previously owned, facilities, and at third party waste disposal sites. We are aware of minor contamination at certain of our facilities, and we are in the process of conducting investigations and/or remediation at certain properties. The current level of contamination is such that we do not expect to incur significant costs for the remediation. In certain cases, the current or prior property owner is conducting the investigation and/or remediation or we have been indemnified by either the current or prior property owner for such contamination. There can be no assurance that these owners will remediate, or continue to remediate, these properties or pay, or continue to pay, pursuant to these indemnities. We are also required to obtain permits from governmental authorities for certain operations. If we violate or fail to fully comply with these regulations or permits, we could be fined or otherwise sanctioned by regulators.

Environmental, health and safety regulations are becoming increasingly stringent. There can be no assurance that the costs of compliance with these regulations will not result in a material adverse effect on our results of operations or financial condition. Further, no assurances can be given that additional environmental, health or safety matters will not arise or new conditions or facts will not develop in the future at our currently or formerly owned or operated facilities, or at sites that we may acquire in the future, which will require us to incur significant expenditures.

With the breadth of our operations and volume of consumer and financing transactions, compliance with the many applicable federal and state laws and regulations cannot be assured. New regulations are enacted on an ongoing basis. These regulations may impact our profitability and require continuous training and vigilance. Fines, judgments and administrative sanctions can be severe.

We are subject to federal, state and local laws and regulations in each of the 12 states in which we have stores. New laws and regulations are enacted on an ongoing basis. With the number of stores we operate, the number of personnel we employ and the large volume of transactions we handle, it is likely that technical mistakes will be made. It is also likely that these regulations may impact our profitability and require ongoing training. Current practices in stores may become prohibited. We are responsible for ensuring that continued compliance with laws is maintained. If there are unauthorized activities of serious magnitude, the state and federal authorities have the power to impose civil penalties and sanctions, suspend or withdraw dealer licenses or take other actions. These actions could materially impair our activities or our ability to acquire new stores in those states where violations occurred. Further, private causes of action on behalf of individuals or a class of individuals could result in significant damages or injunctive relief.

The seasonality of our business magnifies the importance of second and third quarter operating results.

Our business is subject to seasonal variations in revenues. In our experience, demand for automobiles is generally lower during the first and fourth quarters of each year and this variance is even more pronounced in stores located in cold-weather states. We, therefore, generally receive a disproportionate amount of revenues in the second and third quarters and expect our revenues and operating results to be generally lower in the first and fourth quarters. Consequently, if conditions surface during the second and third quarters that impair vehicle sales, such as higher fuel costs, depressed economic conditions or similar adverse conditions, our revenues for the full year could be materially adversely affected.

Our ability to increase revenues through acquisitions depends on our ability to acquire and successfully integrate additional stores.

General

The U.S. automobile industry is considered a mature industry in which minimal growth is expected in unit sales of new vehicles. Accordingly, a principal component of our growth in sales is to make acquisitions in our existing markets and in new geographic markets. To complete the acquisition of additional stores, we need to successfully address each of the following challenges.

Limitations on our capital resources

The acquisition of additional stores will require substantial capital investment. Limitations on our capital resources would restrict our ability to complete new acquisitions.

We have financed our past acquisitions from a combination of the cash flow from our operations, borrowings under our credit arrangements, issuances of our common stock and proceeds from private debt offerings. The use of any of these financing sources could have the effect of reducing our earnings per share. We may not be able to obtain financing in the future due to the market price of our Class A common stock and overall market conditions. Furthermore, using cash to complete acquisitions could substantially limit our operating or financial flexibility.

Substantially all of the assets of our dealerships are pledged to secure the indebtedness under our Credit Facility and our floorplan financing indebtedness. These pledges may limit our ability to borrow from other sources in order to fund our acquisitions.

Manufacturers

We are required to obtain consent from the applicable manufacturer prior to the acquisition of a franchised store. In determining whether to approve an acquisition, a manufacturer considers many factors, including our financial condition, ownership structure, the number of stores currently owned and our performance with those stores. Obtaining manufacturer approval of acquisitions also takes a significant amount of time, typically 60 to 90 days. We cannot assure you that manufacturers will approve future acquisitions timely, if at all, which could significantly impair the execution of our acquisition strategy.

Most major manufacturers have now established limitations or guidelines on the:

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number of such manufacturers’ stores that may be acquired by a single owner;

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number of stores that may be acquired in any market or region;

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percentage of market share that may be controlled by one automotive retailer group;

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ownership of stores in contiguous markets;

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performance requirements for existing stores; and

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frequency of acquisitions.

In addition, such manufacturers generally require that no other manufacturers’ brands be sold from the same store location, and many manufacturers have site control agreements in place that limit our ability to change the use of the facility without their approval.

A manufacturer also considers our past performance as measured by the Customer Satisfaction Index (“CSI”) scores and Sales Satisfaction Index (“SSI”) scores at our existing stores. At any point in time, certain stores may have CSI scores below the manufacturers’ sales zone averages or have achieved sales below the targets manufacturers have set. Our failure to maintain satisfactory CSI scores and to achieve market share performance goals could restrict our ability to complete future acquisitions. We currently have, and at any point in the future may have, manufacturers that restrict our ability to complete future acquisitions.

Acquisition risks

We will face risks commonly encountered with growth through acquisitions. These risks include, without limitation:

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failing to achieve predicted sales levels

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incurring significantly higher capital expenditures and operating expenses;

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failing to assimilate the operations and personnel of acquired dealerships;

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entering new markets with which we are unfamiliar;

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encountering undiscovered liabilities and operational difficulties at acquired dealerships;

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disrupting our ongoing business;

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diverting our management resources;

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failing to maintain uniform standards, controls and policies;

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impairing relationships with employees, manufacturers and customers as a result of changes in management;

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incurring increased expenses for accounting and computer systems, as well as integration difficulties;

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failing to obtain a manufacturer’s consent to the acquisition of one or more of its dealership franchises or renew the franchise agreement on terms acceptable to us; and

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incorrectly valuing entities to be acquired.

In addition, we may not adequately anticipate all of the demands that growth will impose on our systems, procedures and structures.

Consummation and competition

We may not be able to consummate any future acquisitions at acceptable prices and terms or identify suitable candidates. In addition, increased competition in the future for acquisition candidates could result in fewer acquisition opportunities for us and higher acquisition prices. The magnitude, timing, pricing and nature of future acquisitions will depend upon various factors, including:

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the availability of suitable acquisition candidates;

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competition with other dealer groups for suitable acquisitions;

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the negotiation of acceptable terms with the seller and with the manufacturer;

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our financial capabilities and ability to obtain financing on acceptable terms;

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our stock price;

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our ability to maintain required financial covenant levels after the acquisition; and

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the availability of skilled employees to manage the acquired businesses.

Financial condition

The operating and financial condition of acquired businesses cannot be determined accurately until we assume control. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses we purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding the actual operating condition of these businesses. Similarly, many of the dealerships we acquire do not have financial statements audited or prepared in accordance with U.S. generally accepted accounting principles. We may not have an accurate understanding of the historical financial condition and performance of our acquired businesses. Until we actually assume control of the business assets and their operations, we may not be able to ascertain the actual value or understand the potential liabilities of the acquired businesses and their earnings potential.

Indefinite-lived intangible assets, which consist of goodwill and franchise value, comprise a meaningful portion of our total assets ($51.4 million at December 31, 2010). We must test our indefinite-lived intangible assets for impairment at least annually, which may result in a non-cash write-down of franchise rights or goodwill and could have a material adverse impact on our business, results of operations, financial condition and cash flows and impair our ability to comply with loan covenants.

Indefinite-lived intangible assets are subject to impairment assessments at least annually (or more frequently when events or circumstances indicate that an impairment may have occurred) by applying a fair-value based test. Our principal intangible assets are goodwill and our rights under our Franchise Agreements with vehicle manufacturers. The risk of impairment charges associated with goodwill increases if there are declines in our market capitalization, profitability or cash flows. The risk of impairment charges associated with franchise value increases if operating losses are suffered at those stores, if a manufacturer files for bankruptcy or if the stores are closed. Impairment charges result in non-cash write-downs of the affected franchise values or goodwill. Furthermore, impairment charges could have an adverse impact on our ability to satisfy the financial ratios or other covenants under our debt agreements and could have a material adverse impact on our business, results of operations, financial condition and cash flows.

A net deferred tax asset position comprises a meaningful portion of our total assets (approximately $42.5 million at December 31, 2010). We are required to assess the recoverability of this asset on an ongoing basis. Future negative operating performance or other unfavorable developments may result in a valuation allowance being recorded against part or all of this amount. This could have a material adverse impact on our business, results of operations, financial condition and cash flows and impair our ability to comply with loan covenants.

Deferred tax assets are evaluated periodically to determine if they are expected to be recoverable in the future. This evaluation considers positive and negative evidence in order to assess whether it is more likely than not that a portion of the asset will not be realized. The risk of a valuation allowance increases if continuing operating losses are incurred. A valuation allowance on our deferred tax asset could have an adverse impact on our ability to satisfy financial ratios or other covenants under our debt agreements and could have a material adverse impact on our business, results of operations, financial condition and cash flows.

Our indebtedness and lease obligations could materially adversely affect our financial health, limit our ability to finance future acquisitions and capital expenditures and prevent us from fulfilling our financial obligations. Much of our debt has a variable interest rate component that may significantly increase our interest costs in a rising rate environment.

As of December 31, 2010, our total outstanding indebtedness was approximately $532.0 million, including $251.3 million in floorplan financing, $40.0 million in borrowings under our Credit Facility, $234.8 million in mortgage debt and $5.9 million in other long-term debt. Mortgage indebtedness consists primarily of real estate loans on individual properties from thirteen different banks and finance companies at fixed and variable rates.

Our floorplan financing is provided by eight banks and finance companies which are, or previously were, associated with automobile manufacturers. For new vehicles and vehicles purchased at dealer auctions, advances are made at the time such vehicles are purchased and are typically required to be repaid no later than upon sale or lease of the vehicle.

Most of our floorplan financing may be terminated at any time by the lender and is due on demand.

Our indebtedness and lease obligations could have important consequences to us, including the following:

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limitations on our ability to make acquisitions;

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impaired ability to obtain additional financing for acquisitions, capital expenditures, working capital or general corporate purposes;

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reduced funds available for our operations and other purposes, as a portion of our current cash flow from operations would be dedicated to the payment of principal and interest on our indebtedness; and

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exposure to the risk of increasing interest rates as certain borrowings are, and will continue to be, at variable rates of interest.

In addition, our loan agreements contain covenants that limit our discretion with respect to business matters, including incurring additional debt or disposing of assets. Other covenants are financial in nature, including tangible net worth, vehicle equity, fixed charge coverage and liabilities to tangible net worth. A breach of any of these covenants could result in a default under the applicable agreement. In addition, a default under one agreement could result in a default and acceleration of our repayment obligations under the other agreements under the cross-default provisions in such other agreements.

Certain debt agreements contain subjective acceleration clauses based on a lender deeming itself insecure or if a “material adverse change” in our business has occurred. If these clauses are implicated, and the lender declares that an event of default has occurred, the outstanding indebtedness would likely be immediately due and owing.

If these events were to occur, we may not be able to pay our debts or borrow sufficient funds to refinance them. Even if new financing were available, it may not be on terms acceptable to us. As a result of this risk, we could be forced to take actions that we otherwise would not take, or not take actions that we otherwise might take, in order to comply with these agreements.

The global credit and capital markets are undergoing a period of substantial volatility and disruption. There can be no assurance that this credit environment will not worsen or further impact the availability and cost of debt financing, including the refinancing of our indebtedness. If we are unable to refinance or renegotiate our debt, we cannot guarantee that we will be able to generate enough cash flow from operations or that we will be able to obtain enough capital to service our debt, make acquisitions or fund our planned capital expenditures. In such an event, we could face substantial liquidity issues and might be required to issue equity securities or sell assets to meet our debt payments and other obligations. There can be no assurance that we will be able to effect refinancing of our indebtedness on terms acceptable to us, if at all.

Additionally, our real estate debt generally has a five-year term, after which the debt needs to be renewed or replaced. Over the last three years, the appraised value of commercial real estate, generally, and much of our real estate, specifically, has declined. Further, many lenders are reducing the loan-to-value lending ratios for new or renewed real estate loans. The effect of these developments could result in our inability to renew maturing real estate loans at the debt level existing at maturity, or on terms acceptable to us, requiring us to find replacement lenders or to refinance at lower loan amounts.

We have significant levels of mortgage debt maturing in the coming years. Approximately $46.3 million, $51.8 million and $61.8 million matures in 2013, 2014 and 2015, respectively. There can be no assurance that, if requested by us, our current lenders will be willing or able to extend these maturities, or that we will be able to find other counterparties to provide financing in the future.

As of December 31, 2010, including the effect of interest rate swaps, approximately 59% of our total debt was variable rate. The majority of our variable rate debt is indexed to the 30 day LIBOR rate. The current interest rate environment is at historically low levels, and interest rates will likely increase in the future. In the event interest rates increase, our borrowing costs may increase substantially. Additionally, fixed rate debt that matures may be renewed at interest rates significantly higher than current levels. As a result, this could have a material adverse impact on our business, results of operations, financial condition and cash flows.

We have a significant relationship with a third-party warranty insurer and administrator. If the insurer should be unable to meet claims under our customers’ policies, such events could negatively impact our business, results of operations, financial condition and cash flows.

We sell service warranty policies to our customers issued by a third-party obligor. We receive additional fee income if actual claims are less than the amounts reserved for anticipated claims and the costs of administration and administrator profit. As such, the service contracts must expire before the ultimate claims experience on the service contracts are known and the profit component can be calculated.

A decline in the financial health of the third-party insurer could jeopardize the claims reserves held by the administrator, and prevent us from collecting the experience payments anticipated to be earned in future years. While the amount we receive varies annually, the loss of this income could negatively impact our business, results of operations, financial condition and cash flows. Further, the inability of the insurer to honor service warranty claims would likely result in reputational risk to us and might result in claims to cover any default by the insurer.

The loss of key personnel or the failure to attract additional qualified management personnel could adversely affect our operations and growth.

Our success depends to a significant degree on the efforts and abilities of our senior management, particularly Sidney B. DeBoer, our Chairman and Chief Executive Officer, and Bryan B. DeBoer, our President and Chief Operating Officer. Further, we have identified Sidney B. DeBoer and/or Bryan B. DeBoer in most of our store franchise agreements as the individuals who control the franchises and upon whose financial resources and management expertise the manufacturers may rely when awarding or approving the transfer of any franchise.

In addition, as we expand, we may need to hire additional managers. The market for qualified employees in the industry and in the regions in which we operate, particularly for general managers and sales and service personnel, is highly competitive and may subject us to increased labor costs during periods of low unemployment. The loss of the services of key employees or the inability to attract additional qualified managers could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, the lack of qualified management or employees employed by potential acquisition candidates may limit our ability to consummate future acquisitions.

The sole voting control of our company is currently held by Sidney B. DeBoer, who may have interests different from our other shareholders. Further, 3.8 million shares of our Class B common stock held by Lithia Holding Company, LLC (“Lithia Holding”) are pledged, with other assets, to secure personal indebtedness of Mr. DeBoer. The failure to repay the indebtedness could result in the sale of such shares and the loss of such control, which may violate agreements with certain manufacturers.

Lithia Holding, of which Sidney B. DeBoer, our Chairman and Chief Executive Officer, is the sole managing member, holds all of the outstanding shares of our Class B common stock. A holder of Class B common stock is entitled to ten votes for each share held, while a holder of Class A common stock is entitled to one vote per share held. On most matters, the Class A and Class B common stock vote together as a single class. As of March 7, 2011, Lithia Holding controlled approximately 63% of the

aggregate number of votes eligible to be cast by shareholders for the election of directors and most other shareholder actions. In addition, because Mr. DeBoer is the managing member of Lithia Holding, he currently controls, and will continue to control, all of the outstanding Class B common stock, thereby allowing him to control the company.

Lithia Holding has pledged 3.8 million shares of our Class B common stock, together with other personal assets of Mr. DeBoer, to secure a personal loan to Mr. DeBoer from U.S. Bank National Association. Should he be unable to repay the loan, the bank could foreclose against the Class B common stock, which would result in the automatic conversion of such shares to Class A common stock. In such event, Mr. DeBoer would no longer be in control of the company and this loss (change) in control, if not consented to by the manufacturers, would be a technical violation under most of the dealer sales and service agreements held by us. While applicable state franchise laws prohibit manufacturers from unreasonably withholding consent to a change in control or the appointment of a new individual responsible for the operations of a store should a loss in control result in the removal of both Sidney DeBoer and Bryan DeBoer, there can be no assurance that such laws will not change. In addition, the market price of our Class A common stock could decline materially if the bank foreclosed on such pledged stock and subsequently sold such stock in the open market.

Risks related to investing in our Class A common stock

Future sales of our Class A common stock in the public market could adversely impact the market price of our Class A common stock.

As of March 7, 2011, we had 3,187,672 shares of Class A common stock reserved for issuance under our equity plans (including our employee stock purchase plan). As of March 7, 2011, a total of 1,376,262 shares were outstanding related to outstanding restricted stock units and options (with the options having a weighted average exercise price of $13.24 per share and options to purchase 385,245 shares being exercisable). In addition, we had 3,762,231 shares of Class B common stock outstanding convertible into 3,762,231 shares of Class A common stock.

In the future, we may issue additional shares of our Class A common stock to raise capital or effect acquisitions. We cannot predict the size of future sales or issuance or the effect, if any, they may have on the market price of our Class A common stock. The sale of substantial amounts of Class A common stock, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities, or to sell equity at a price acceptable to us.

Volatility in the market price and trading volume of our Class A common stock could adversely impact the value of the shares of our Class A common stock.

The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like ours. These broad market factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. The market price of our Class A common stock, which has experienced large price and volume fluctuations over the last five years, could continue to fluctuate significantly for many reasons, including in response to the risks described herein or for reasons unrelated to our operations, such as:

•

reports by industry analysts;

•

changes in financial estimates by securities analysts or us, or our inability to meet or exceed securities analysts’, investors’ or our own estimates or expectations;

•

actual or anticipated sales of common stock by existing shareholders;

•

capital commitments;

•

additions or departures of key personnel;

•

developments in our business or in our industry;

•

a prolonged downturn in our industry;

•

general market conditions, such as interest or foreign exchange rates, commodity and equity prices, availability of credit, asset valuations and volatility;

•

changes in global financial and economic markets;

•

armed conflict, war or terrorism;

•

regulatory changes affecting our industry generally or our business and operations in particular;

•

changes in market valuations of other companies in our industry;

•

the operating and securities price performance of companies that investors consider to be comparable to us; and

•

announcements of strategic developments, acquisitions and other material events by us, our competitors or our suppliers.

Oregon law and our Restated Articles of Incorporation may impede or discourage a takeover, which could impair the market price of our Class A common stock.

We are an Oregon corporation, and certain provisions of Oregon law and our Restated Articles of Incorporation may have anti-takeover effects. These provisions could delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider to be in his or her best interest. These provisions may also affect attempts that might result in a premium over the market price for the shares held by shareholders, and may make removal of the incumbent management and directors more difficult, which, under certain circumstances, could reduce the market price of our Class A common stock.

Our issuance of preferred stock could adversely affect holders of Class A common stock.

Our Board of Directors is authorized to issue a series of preferred stock without any action on the part of our holders of Class A common stock. Our Board of Directors also has the power, without shareholder approval, to set the terms of any such series of preferred stock that may be issued, including voting powers, preferences over our Class A common stock with respect to dividends or if we voluntarily or involuntarily dissolve or distribute our assets, and other terms. If we issue preferred stock in the future that has preference over our Class A common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Class A common stock, the rights of holders of our Class A common stock or the price of our Class A common stock could be adversely affected.

Item 1B.

Unresolved Staff Comments

None.

Item 2 .

Properties

Our stores and other facilities consist primarily of automobile showrooms, display lots, service facilities, collision repair and paint shops, supply facilities, automobile storage lots, parking lots and offices. We believe our facilities are currently adequate for our needs and are in good repair. Some of our facilities do not currently meet manufacturer image or size requirements and we are actively working to find a mutually acceptable outcome in terms of timing and overall cost. We own certain properties, but also lease certain properties, providing future flexibility to relocate our retail stores as demographics, economics, traffic patterns or sales methods change. Most leases provide us the option to renew the lease for one or more lease extension periods. We also hold certain vacant dealerships and undeveloped land for future expansion.

Item 3.

Legal Proceedings

We are party to numerous legal proceedings arising in the normal course of our business. While we cannot predict with certainty the outcomes of these matters, we do not anticipate that the resolution of legal proceedings arising in the normal course of business or the proceeding described below will have a material adverse effect on our business, results of operations, financial condition, or cash flows.

Alaska Service and Parts Advisors and Managers Overtime Suit

On March 22, 2006, seven former employees in Alaska brought suit against Lithia (Dunham, et al. v. Lithia Support Services, et al., 3AN-06-6338 Civil, Superior Court for the State of Alaska) seeking overtime wages, additional liquidated damages and attorney’s fees. The complaint was later amended to include a total of 11 named plaintiffs. The court ordered the dispute to arbitration. In February 2008, the arbitrator granted the plaintiffs’ request to establish a class of plaintiffs consisting of all present and former service and parts department employees totaling approximately 150 individuals who were paid on a commission basis. Lithia filed a motion requesting reconsideration of this class certification. The arbitrator granted our motion in part and removed approximately 30 service and parts managers from the case. A class action opt-out notice was mailed to the remaining class members in October 2009. Lithia and the plaintiffs agreed to conduct the arbitration in two parts. The first part of arbitration determined if liability existed for Lithia. This arbitration was conducted from September 27 to 29, 2010. The arbitrator ruled in Lithia’s favor and determined that there were no valid claims. The plaintiff has appealed the decision, but we believe the likelihood of overturning the decision is remote, as the appeal is to the arbitrator who made the initial ruling. Therefore, Lithia believes the exposure on this case is now immaterial.

Item 4.

Reserved

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Prices and Dividends

Our Class A common stock trades on the New York Stock Exchange under the symbol LAD. The following table presents the high and low sale prices for our Class A common stock, as reported on the New York Stock Exchange Composite Tape for each of the quarters in 2009 and 2010:


2009	High		Low
Quarter 1	$	3.90	$	1.98
Quarter 2		9.58		1.85
Quarter 3		16.49		8.43
Quarter 4		15.42		7.04

2010
Quarter 1	$	9.55	$	5.18
Quarter 2		9.36		6.09
Quarter 3		9.94		5.87
Quarter 4		14.45		9.45

The number of shareholders of record and approximate number of beneficial holders of Class A common stock at March 7, 2011 was 1,229 and 7,777, respectively. All shares of Lithia’s Class B common stock are held by Lithia Holding Company, LLC.

Dividends declared on our Class A and Class B common stock during 2010 were as follows:


Quarter declared:	Dividend amount per share		Total amount of dividend (in thousands)
2010
First quarter	$	—	$	—
Second quarter		0.05		1,300
Third quarter		0.05		1,307
Fourth quarter		0.05		1,312

We did not declare nor pay any dividends on our Class A and Class B common stock in 2009.

Equity Compensation Plan Information

Information regarding securities authorized for issuance under equity compensation plans is included in Item 12.

Stock Performance Graph

The following line-graph shows the annual percentage change in the cumulative total returns for the past five years on an assumed $100 initial investment and reinvestment of dividends, on (a) Lithia Motors, Inc.’s Class A common stock; (b) the Russell 2000; and (c) a peer group index composed of Penske Automotive Group, AutoNation, Sonic Automotive, Group 1 Automotive and Asbury Automotive Group, the only other comparable publicly traded automobile dealerships in the United States as of December 31, 2010. The peer group index utilizes the same methods of presentation and assumptions for the total return calculation as does Lithia Motors and the Russell 2000. All companies in the peer group index are weighted in accordance with their market capitalizations.

LOGO


	Base Period 12/31/2005		12/31/2006		Indexed Returns for the Year Ended						12/31/2010
					Indexed Returns for the Year Ended
Company/Index					12/31/2007		12/31/2008		12/31/2009
Lithia Motors, Inc.	$	100.00	$	93.10	$	45.57	$	11.56	$	29.15	$	51.52
Auto Peer Group		100.00		114.40		79.20		38.35		79.36		110.51
Russell 2000		100.00		118.35		116.52		77.14		98.11		124.45

Item 6.

Selected Financial Data

You should read the Selected Financial Data in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Consolidated Financial Statements and Notes thereto and other financial information contained elsewhere in this Annual Report on Form 10-K. The results of operations for stores classified as discontinued operations have been presented on a comparable basis for all periods presented.


(In thousands, except per share amounts)	Year Ended December 31,
Consolidated Statement of Operations Data:	2010			2009		2008			2007		2006
Revenues:
New vehicle	$	1,067,648		$	881,329	$	1,167,532		$	1,544,417	$	1,448,866
Used retail vehicle		581,185			477,253		469,603			555,429		537,984
Used wholesale vehicle		108,113			72,699		96,476			133,862		117,868
Finance and insurance		67,107			56,397		77,503			100,037		97,111
Service, body and parts		295,823			291,075		303,596			303,412		257,942
Fleet and other		11,722			2,614		4,867			5,185		5,174

Total revenues	$	2,131,598		$	1,781,367	$	2,119,577		$	2,642,342	$	2,464,945
Gross Profit:
New vehicle	$	87,384		$	74,417	$	91,791		$	120,628	$	113,552
Used retail vehicle		82,003			67,166		53,458			78,388		80,697
Used wholesale vehicle		645			411		(3,136	)		3,073		3,554
Finance and insurance		67,107			56,397		77,503			100,037		97,111
Service, body and parts		142,584			138,543		144,795			144,381		124,628
Fleet and other		1,707			1,331		1,572			1,357		1,454

Total gross profit	$	381,430		$	338,265	$	365,983		$	447,864	$	420,996
Operating income (loss) ⁽¹⁾	$	47,940		$	35,713	$	(300,753	)	$	79,438	$	89,636
Income (loss) from continuing operations before income taxes ⁽¹⁾	$	23,193		$	12,078	$	(333,010	)	$	38,606	$	52,481
Income (loss) from continuing operations	$	14,100		$	6,916	$	(225,132	)	$	21,722	$	32,256
Basic income (loss) per share from continuing operations	$	0.54		$	0.31	$	(11.15	)	$	1.10	$	1.65
Basic income (loss) per share from discontinued operations		(0.01	)		0.11		(1.36	)		—		0.25

Basic net income (loss) per share	$	0.53		$	0.42	$	(12.51	)	$	1.10	$	1.90

Shares used in basic per share		26,062			22,037		20,195			19,675		19,583
Diluted income (loss) per share from continuing operations	$	0.53		$	0.31	$	(11.15	)	$	1.06	$	1.53
Diluted income (loss) per share from discontinued operations		(0.01	)		0.10		(1.36	)		—		0.23

Diluted net income (loss) per share	$	0.52		$	0.41	$	(12.51	)	$	1.06	$	1.76

Shares used in diluted per share		26,279			22,176		20,195			22,204		22,207
Cash dividends declared per common share	$	0.15		$	—	$	0.47		$	0.56	$	0.54

(In thousands)	As of December 31,
Consolidated Balance Sheet Data:	2010			2009		2008			2007		2006
Working capital	$	162,675		$	96,886	$	99,524		$	193,447	$	149,701
Inventories		415,228			333,628		428,032			606,056		606,567
Total assets		971,676			895,100		1,133,459			1,626,735		1,579,357
Floorplan notes payable		251,257			216,082		343,290			456,237		503,219
Long-term debt, including current maturities		280,774			265,773		338,229			464,175		405,399
Total stockholders’ equity		320,217			307,038		248,343			508,212		493,393

(1)	Includes $15.3 million, $8.3 million and $338.7 million of non-cash charges related to asset impairments and terminated construction projects for the years ended 2010, 2009 and 2008, respectively. See Notes 1, 4 and 5 of Notes to Consolidated Financial Statements for additional information.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with Item 1. “Business,” Item 1A. “Risk Factors” and our Consolidated Financial Statements and Notes thereto.

Overview

As discussed in Overview in Item 1, “Business” above, we are a leading operator of automotive franchises and retailer of new and used vehicles and services. As of March 7, 2011, we offered 26 brands of new vehicles and all brands of used vehicles in 82 stores in the United States and online at Lithia.com. We sell new and used cars and light trucks, replacement parts, provide vehicle maintenance, warranty, paint and repair services and arrange related financing, service contracts, protection products and credit insurance.

We continue to believe that the fragmented nature of the automotive dealership sector provides us with the opportunity to achieve growth through consolidation. We have completed over 100 acquisitions since our initial public offering in 1996. Our acquisition strategy has been to acquire underperforming dealerships and, through the application of our centralized operating structure, leverage costs and improve store profitability. We believe the current economic environment provides us with attractive acquisition opportunities.

We also believe that we can continue to improve operations at our existing stores. By promoting entrepreneurial leadership in our general manager position, we anticipate continuing improvement in the percentage of new vehicle sales we capture in our local markets. While we retail approximately one used vehicle for every new vehicle sold, we believe we can make additional improvements in our used vehicle sales performance by offering lower-priced value vehicles and selling brands other than the new vehicle franchise at each location. Overall, organic growth through improved operations is a goal in 2011.

We believe our cost structure is aligned with current industry sales levels. Through initiatives started in the second quarter of 2008, we have successfully established a cost structure which can be leveraged as vehicle sales levels improve. However, no assurances can be given that industry sales will not experience a further decline, or that our restructuring efforts were sufficient to meet our operating objectives in a declining market.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and reported amounts of revenues and expenses at the date of the financial statements. Certain accounting policies require us to make difficult and subjective judgments on matters that are inherently uncertain. The following accounting policies involve critical accounting estimates because they are particularly dependent on assumptions made by management. While we have made our best estimates based on facts and circumstances available to us at the time, different estimates could have been used in the current period. Changes in the accounting estimates we used are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations.

Our most critical accounting estimates include those related to goodwill and franchise value, long-lived assets, deferred tax assets, service contracts and other insurance contracts, and lifetime oil change and self insurance programs. We also have other key accounting policies for valuation of accounts receivable, expense accruals and revenue recognition. However, these policies either do not meet the definition of critical accounting estimates described above or are not currently material items in our financial statements. We review our estimates, judgments and assumptions periodically and reflect the effects of revisions in the period that they are deemed to be necessary. We believe that these estimates are reasonable. However, actual results could differ materially from these estimates.

Goodwill and Franchise Value

We are required to test our goodwill and franchise value for impairment at least annually, or more frequently if conditions indicate that an impairment may have occurred.

We have determined that we operate as one reporting unit for evaluating goodwill. For the goodwill impairment testing, we apply a fair-value based test using the Adjusted Present Value method (“APV”) to indicate the fair value of our reporting unit. Under the APV method, future cash flows are based on recently prepared budget forecasts and business plans to estimate the future economic benefits that the reporting unit will generate. An estimate of the appropriate discount rate is utilized to convert the future economic benefits to their present value equivalent.

The goodwill impairment test is a two step process. The first step identifies potential impairments by comparing the calculated fair value of a reporting unit with its book value. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step includes determining the implied fair value through further market research. The implied fair value of goodwill is then compared with the carrying amount to determine if an impairment loss is recorded.

As of December 31, 2010, we had $6.2 million of goodwill on our balance sheet. The first step of our annual goodwill impairment analysis, which we performed as of October 1, 2010, did not result in an indication of impairment. The fair value at December 31, 2010, using the APV method, was 54% greater than the carrying value at December 31, 2010. Our impairment testing of goodwill in 2008 resulted in impairment charges of $299.3 million to fully write-off our goodwill, primarily due to the adverse change in the business climate and our reduced earnings and cash flow forecast. We did not have any goodwill on our balance sheet at December 31, 2009.

We have determined the appropriate unit of accounting for testing franchise rights for impairment is on an individual store basis. For the franchise value impairment testing, we estimate the fair value of our franchise rights primarily using the APV model. The forecasted cash flows used in the APV model contain inherent uncertainties, including significant estimates and assumptions related to growth rates, margins, general operating expenses, and cost of capital. We use primarily internally-developed forecasts and business plans to estimate the future cash flows that each franchise will generate. We have determined that only certain cash flows of the store are directly attributable to the franchise rights. We estimate the appropriate interest rate to discount future cash flows to their present value equivalent taking into consideration factors such as a risk-free rate, a beta, an equity risk premium, a small stock risk premium, and a store-specific risk premium.

We also use third-party brokers’ estimates to assist us in determining the fair value of our franchise rights, which are developed using marketplace data related to current transactions involving franchise rights.

As of December 31, 2010, we had $45.2 million of franchise value on our balance sheet. Our impairment testing of franchise value in 2010 did not indicate any impairment. Our impairment testing of franchise value in 2009 and 2008 resulted in impairment charges of $0.3 million and $16.0 million, respectively, primarily due to the adverse change in the business climate and our reduced earnings and cash flow forecast.

We are subject to financial statement risk to the extent that our goodwill or franchise rights become impaired due to decreases in the fair value. A future decline in performance, decreases in projected growth rates or margin assumptions or changes in discount rates could result in a potential impairment, which could have a material adverse impact on our financial position and results of operations. Furthermore, in the event that a manufacturer is unable to remain solvent, we may be required to record a partial or total impairment on the remaining franchise value related to that manufacturer.

See Notes 1 and 5 of Notes to Consolidated Financial Statements for additional information.

Long-Lived Assets

We estimate the depreciable lives of our property and equipment, including leasehold improvements, and review them for impairment when events or circumstances indicate that their carrying amounts may not be recoverable.

A store is evaluated for recoverability if it has an operating loss in the current year and one of the prior two years. If it meets this criterion, we estimate the projected undiscounted cash flows for each asset group based on internally developed forecasts. If the undiscounted cash flows are lower than the carrying value of the asset group, we determine the fair value of the asset group based on additional market data, including recent experience in selling similar assets.

We hold certain property for future development or investment purposes. If a triggering event is deemed to have occurred, we evaluate the property for impairment by comparing its estimated fair value based on listing price less costs to sell and other market data including similar property that is for sale or has been recently sold, to the current carrying value. If the carrying value is less than the estimated fair value, an impairment is recorded.

Although we believe our property and equipment and assets held and used are appropriately valued, the assumptions and estimates used may change and we may be required to record impairment charges to reduce the value of these assets. A future decline in store performance, decrease in projected growth rates or changes in other operating assumptions could result in an impairment of long-lived asset groups, which could have a material adverse impact on our financial position and results of operations. A continued decline in the commercial real estate market could result in a potential impairment of certain investment properties not currently used in operations. Currently, $28.9 million of our long-lived assets are considered held for future development or investment purposes. Of the remaining assets used in operations, $142.7 million are associated with stores operating domestic franchises and $190.8 million are associated with corporate operations and stores operating import/luxury franchises.

Due to the adverse change in the business climate and our reduced earnings and cash flow forecast, we performed impairment testing on long-lived assets during 2010, 2009 and 2008. As a result, we recorded impairments related to long-lived assets of $15.3 million, $10.4 million and $13.9 million in 2010, 2009 and 2008, respectively.

See Notes 1 and 4 of Notes to Consolidated Financial Statements for additional information.

Deferred Tax Assets

As of December 31, 2010, we had deferred tax assets of approximately $59.1 million and deferred tax liabilities of $16.6 million. The principal components of our deferred tax assets are related to goodwill, allowances and accruals, deferred revenue and cancellation reserves. The principal components of our deferred tax liabilities are related to depreciation on property and equipment and inventories.

We consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

Based upon the scheduled reversal of deferred tax liabilities, and our projections of future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these deductible differences.

At December 31, 2010, we have not recorded any valuation allowance on deferred tax assets. If we are unable to meet the projected taxable income levels utilized in our analysis, and depending on the availability of feasible tax planning strategies, we might record a valuation allowance on a portion or all of our deferred tax assets in the future. In the event that a manufacturer is unable to remain solvent, our operations may be impacted and we might record a valuation allowance on a portion or all of the deferred tax assets, which could have a material adverse impact on our financial position and results of operations.

Service Contract and Other Insurance Contracts

We receive commissions from the sale of vehicle service contracts and certain other insurance contracts. The contracts are sold through unrelated third parties, but we may be charged back for a portion of the commissions in the event of early termination of the contracts by customers. We sell these contracts on a straight commission basis; in addition, we may also participate in future underwriting profit pursuant to retrospective commission arrangements, which are recognized as income upon receipt.

We record commissions at the time of sale of the vehicles, net of an estimated liability for future charge-backs. We have established a reserve for estimated future charge-backs based on an analysis of historical charge-backs in conjunction with estimated lives of the applicable contracts. If future cancellations are different than expected, we could have additional expense or income related to the cancellations in future periods, which could have a material adverse impact on our financial position and results of operations.

At December 31, 2010 and 2009, the reserve for future cancellations totaled $9.4 million and $10.3 million, respectively, and is included in accrued liabilities and other long-term liabilities on our consolidated balance sheets. A 10% increase in expected cancellations would result in an additional reserve of approximately $1.0 million.

Lifetime Oil Change Self-Insurance

In March 2009, we assumed from a third party the obligation to provide future lifetime oil service for a pool of existing contracts and began to self-insure the majority of the lifetime oil contracts we sell.

Payments we receive upon sale of the lifetime oil contracts are deferred and recognized in revenue over the expected life of the service agreement to best match the expected timing of the costs to be incurred to perform the service. We estimate the timing and amount of future costs for claims and cancellations related to our lifetime oil contracts using historical experience rates and estimated future costs.

If our estimates of future costs to perform under the contracts exceed the existing deferred revenue, we record a charge in the statement of operations. We perform our loss contingency analysis separately for the pool of assumed contracts and the pool of self-insured contracts sold starting in March 2009. We recorded a charge of $1.0 million and $1.4 million in 2010 and 2009, respectively, for expected costs in excess of revenue deferred related to the pool of assumed contracts. We believe the new vehicle purchase cycle has been delayed for many buyers. If the ownership cycle does not accelerate towards pre-recession levels, our estimate of the number of oil changes to be performed over a vehicles life may require upward revisions, which may adversely affect our financial position and results of operations. In addition, other changes in assumptions about future costs expected to be incurred to service contracts could result in the recognition of additional charges, which could have a material adverse impact on our financial position and results of operations.

A 10% change in expected claims costs per contract for the assumed pool of contracts would result in additional reserves of approximately $1.0 million. A 10% change in expected claims per contract for the self-insured sold contracts would not require any reserve. At December 31, 2010 and 2009, the remaining deferred revenue related to the assumed obligation and the self-insured sold contracts was $7.5 million and $13.9 million, respectively.

Self Insurance Programs

We self-insure a portion of our property and casualty insurance, medical insurance and workers’ compensation insurance. A third-party is engaged to estimate the loss exposure related to the self-retained portion of the risk associated with these insurances. Additionally, we analyze our historical loss and claims experience to estimate the loss exposure associated with these programs. Any changes in assumptions or claim experience could result in the recognition of additional charges, which could have a material adverse impact on our financial position and results of operations.

At December 31, 2010 and 2009, the total reserve associated with these programs was $7.3 million and $3.2 million, respectively, and is included in accrued liabilities and other long-term liabilities on our consolidated balance sheets. A 10% increase in claims experience would result in additional reserves of approximately $3.3 million.

Results of Continuing Operations

For the year ended December 31, 2010, we reported income from continuing operations, net of tax, of $14.1 million, or $0.53 per diluted share. For the years ended December 31, 2009 and 2008, we reported income from continuing operations, net of tax, of $6.9 million, or $0.31 per diluted share, and net loss from continuing operations, net of tax, of $225.1 million, or $11.15 per diluted share, respectively.

Discontinued Operations

As a result of the restructuring we began in 2008, we have sold or closed certain stores in 2008, 2009 and 2010. Results for sold or closed stores, qualifying for reclassification under the applicable accounting guidance, have their results presented as discontinued operations in our consolidated statements of operations. As a result, our results from continuing operations are presented on a comparable basis for all periods. Within discontinued operations, we realized a net gain (loss) of $(0.4) million, $2.2 million and $(27.5) million for the years ended December 31, 2010, 2009 and 2008, respectively. See Notes 1 and 16 of Notes to Consolidated Financial Statements for additional information.

Key Performance Metrics

Certain key performance metrics for revenue and gross profit were as follows for 2010, 2009 and 2008 (dollars in thousands):


2010	Revenues		Percent of Total Revenues			Gross Profit			Gross Profit Margin			Percent of Total Gross Profit
New vehicle	$	1,067,648		50.1	%	$	87,384			8.2	%		22.9	%
Used vehicle, retail		581,185		27.3			82,003			14.1			21.5
Used vehicle, wholesale		108,113		5.1			645			0.6			0.2
Finance and insurance ⁽¹⁾		67,107		3.1			67,107			100.0			17.6
Service, body and parts		295,823		13.9			142,584			48.2			37.4
Fleet and other		11,722		0.5			1,707			14.6			0.4

	$	2,131,598		100.0	%	$	381,430			17.9	%		100.0	%


2009	Revenues		Percent of Total Revenues			Gross Profit			Gross Profit Margin			Percent of Total Gross Profit
New vehicle	$	881,329		49.5	%	$	74,417			8.4	%		22.0	%
Used vehicle, retail		477,253		26.8			67,166			14.1			19.8
Used vehicle, wholesale		72,699		4.1			411			0.6			0.1
Finance and insurance ⁽¹⁾		56,397		3.2			56,397			100.0			16.7
Service, body and parts		291,075		16.3			138,543			47.6			41.0
Fleet and other		2,614		0.1			1,331			50.9			0.4

	$	1,781,367		100.0	%	$	338,265			19.0	%		100.0	%


2008	Revenues		Percent of Total Revenues			Gross Profit			Gross Profit Margin			Percent of Total Gross Profit
New vehicle	$	1,167,532		55.1	%	$	91,791			7.9	%		25.1	%
Used vehicle, retail		469,603		22.2			53,458			11.4			14.6
Used vehicle, wholesale		96,476		4.5			(3,136	)		(3.3	)		(0.9	)
Finance and insurance ⁽¹⁾		77,503		3.7			77,503			100.0			21.2
Service, body and parts		303,596		14.3			144,795			47.7			39.6
Fleet and other		4,867		0.2			1,572			32.3			0.4

	$	2,119,577		100.0	%	$	365,983			17.3	%		100.0	%

(1)	Commissions reported net of anticipated cancellations.

Same Store Operating Data

We believe that same store sales are a key indicator of our financial performance. Same store metrics demonstrate our ability to grow our revenue and profitability in our existing locations. As a result, same store sales have been integrated into the discussion below.

Same store sales are calculated for stores that were in operation as of December 31, 2010, and only including the months of operations for both comparable periods. For example, a store acquired in June 2009 would be included in same store operating data beginning in July 2010, after its first full complete comparable month of operation. Thus, operating results for same store comparisons would include only the periods of July through December of both comparable years.

New Vehicle Revenues


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Reported
Revenue	$	1,067,648	$	881,329	$	186,319			21.1	%
Retail units sold		33,701		29,316		4,385			15.0
Average selling price per retail unit	$	31,680	$	30,063	$	1,617			5.4

Same store
Revenue	$	1,053,411	$	881,290	$	172,121			19.5	%
Retail units sold		33,173		29,302		3,871			13.2
Average selling price per retail unit	$	31,755	$	30,076	$	1,679			5.6

	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Reported
Revenue	$	881,329	$	1,167,532	$	(286,203	)		(24.5	)%
Retail units sold		29,316		39,756		(10,440	)		(26.3	)
Average selling price per retail unit	$	30,063	$	29,367	$	696			2.4

Same Store
Revenue	$	880,845	$	1,161,162	$	(280,317	)		(24.1	)%
Retail units sold		29,280		39,523		(10,243	)		(25.9	)
Average selling price per retail unit	$	30,084	$	29,379	$	705			2.4

New vehicle sales have improved throughout 2010 compared to 2009 due to a recovery in the U.S. economy and our efforts to increase our share of the new vehicles sold within each local market. Credit availability has continued to improve throughout 2010, although within the sub-prime market, lending remains constrained. Additionally, domestic brands experienced a recovery of market share due to improved product, increased consumer confidence as Chrysler and GM emerged from their restructuring, and as Toyota lost share due to perceived quality issues and recall campaigns.

2009, new vehicle sales compared to 2008 were impacted severely by the recessionary environment. Weak consumer confidence and a lack of available credit reduced demand for new vehicles. The third quarter of 2009 experienced incremental improvement as a result of the CARS program, which provided government sponsored rebates for consumers who elected to purchase a new vehicle with improved fuel economy. Throughout 2009, Chrysler experienced declining market share, from approximately 12% at the beginning of the year to approximately 8.5% at the end of the year. Given our significant exposure to Chrysler stores, our new vehicle sales levels were further adversely impacted as competing brands commanded more of the overall market. Also in the fourth quarter of 2009, a shortage of available Chrysler product negatively impacted new vehicle sales levels.

Used Vehicle Retail Revenues


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Reported
Retail revenue	$	581,185	$	477,253	$	103,932			21.8	%
Retail units sold		34,969		29,453		5,516			18.7
Average selling price per retail unit	$	16,620	$	16,204	$	416			2.6

Same store
Retail revenue	$	568,532	$	476,395	$	92,137			19.3	%
Retail units sold		34,173		29,386		4,787			16.3
Average selling price per retail unit	$	16,637	$	16,212	$	425			2.6

	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Reported
Retail revenue	$	477,253	$	469,603	$	7,650			1.6	%
Retail units sold		29,453		28,339		1,114			3.9
Average selling price per retail unit	$	16,204	$	16,571	$	(367	)		(2.2	)

Same store
Retail revenue	$	476,076	$	467,218	$	8,858			1.9	%
Retail units sold		29,366		28,164		1,202			4.3
Average selling price per retail unit	$	16,212	$	16,589	$	(377	)		(2.3	)

Used vehicle retail unit sales have increased as consumers elect to purchase used vehicles instead of new vehicles, and as we increase the number of lower-price, higher-margin, older used vehicles we sell. We have focused our store personnel on maximizing retail used vehicle sales and reducing the number of used vehicles we wholesale after acquiring them via trade-in. Despite an improving new vehicle sales market in 2010, we have continued to focus on increasing used vehicles sales, particularly older, less expensive vehicles. As a result, our used retail to new vehicle sales ratio is up slightly from 1.00:1 in 2009 to 1.04:1 in 2010.

The average price of used vehicles sold decreased in 2009 compared to 2008 as we worked through an inventory of vehicles that was not in high demand, a shift towards cars and away from trucks and as a reduction in available credit decreased the amount of financing customers could obtain, which resulted in lower average transaction prices.

Used Vehicle Wholesale Revenues


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Reported
Wholesale revenue	$	108,113	$	72,699	$	35,414			48.7	%
Wholesale units sold		14,365		13,623		742			5.4
Average selling price per wholesale unit	$	7,526	$	5,336	$	2,190			41.0

Same store
Wholesale revenue	$	105,701	$	71,936	$	33,765			46.9	%
Wholesale units sold		14,043		13,562		481			3.5
Average selling price per wholesale unit	$	7,527	$	5,304	$	2,223			41.9

	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Reported
Wholesale revenue	$	72,699	$	96,476	$	(23,777	)		(24.6	)%
Wholesale units sold		13,623		16,477		(2,854	)		(17.3	)
Average selling price per wholesale unit	$	5,336	$	5,855	$	(519	)		(8.9	)

Same store
Wholesale revenue	$	71,905	$	94,887	$	(22,982	)		(24.2	)%
Wholesale units sold		13,545		16,288		(2,743	)		(16.8	)
Average selling price per wholesale unit	$	5,309	$	5,826	$	(517	)		(8.9	)

Wholesale transactions are a result of vehicles we have purchased from customers buying vehicles from us, or from vehicles we have attempted to sell via retail that we elect to dispose of due to time in inventory or other factors. Throughout 2010, we have concentrated on directing more lower-priced, older vehicles to retail sale rather than wholesale disposal. As a result, we have seen an increase in average wholesale price, and have increased wholesale revenues by a larger percentage than wholesale units.

Wholesale vehicle sales were down in 2009 compared to 2008 mainly due to changes in vehicle mix as we kept more 3 to 7 year old vehicles than in previous years, resulting in fewer units sold via wholesale. The units sold via wholesale in 2009 had lower average selling prices as they represented a larger percentage of older, less expensive vehicles not suitable for retail sale.

Wholesale vehicle sales are typically done at or near inventory cost and do not comprise a meaningful component of our gross profit. We generated wholesale profit (loss) of $0.6 million, $0.4 million and $(3.1) million in 2010, 2009 and 2008, respectively.

Finance and Insurance


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Reported
Revenue	$	67,107	$	56,397	$	10,710			19.0	%
Revenue per retail unit	$	977	$	960	$	17			1.8

Same store
Revenue	$	63,096	$	53,843	$	9,253			17.2	%
Revenue per retail unit	$	937	$	917	$	20			2.2

	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Reported
Revenue	$	56,397	$	77,503	$	(21,106	)		(27.2	)%
Revenue per retail unit	$	960	$	1,138	$	(178	)		(15.6	)

Same store
Revenue	$	53,808	$	72,771	$	(18,963	)		(26.1	)%
Revenue per retail unit	$	918	$	1,075	$	(157	)		(14.6	)

In 2010, finance and insurance sales increased as we sold a greater number of new and used vehicles than in 2009 and had more opportunity to present our product offerings to consumers. Additionally, banks returned to the auto finance market in 2010, providing alternate financing options to customers that we had primarily shifted to credit unions in 2009. Banks typically pay a higher commission for arranging retail automotive financing and our revenue per retail unit increased as a result. Lenders also increased the loan-to-value amount available to most customers, affording us the opportunity to sell additional or more comprehensive products while still remaining within an acceptable lending framework.

In 2009, the declines in finance and insurance sales were primarily due to fewer vehicles sold in 2009 compared to 2008, as well as a decline in our penetration rate for finance and insurance products and the impact of restrictions on the overall loan amount to vehicle invoice cost, which can impact the ability of customers to finance the ancillary products we offer. Additionally, customers participating in the CARS Program elected to pay cash for their vehicle at a higher rate and purchased fewer extended warranties and other ancillary products than our traditional customers.

Additionally, in the first quarter of 2009, we discontinued the transfer of the obligation related to most of our lifetime lube, oil and filter insurance contracts to a third party. As a result, beginning March 1, 2009, we no longer recognize revenue related to earned commissions at the inception of the contract but, instead, defer the full sale price of the contract and recognize the revenue over the expected life of the contract as services are provided. This change improves our cash position as we retain 100% of the contract sales price, but decreased our finance and insurance revenues by approximately $69 per vehicle in 2009 compared to 2008.

Penetration rates for certain products were as follows:


	2010			2009			2008
Finance and insurance		72	%		68	%		74	%
Service contracts		41			41			42
Lifetime oil change and filter		34			35			34

Service, Body and Parts Revenue


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Reported
Customer pay	$	166,941	$	158,018	$	8,923			5.6	%
Warranty		51,432		55,539		(4,107	)		(7.4	)
Wholesale parts		49,404		49,486		(82	)		(0.2	)
Body shop		28,046		28,032		14			—

Total service, body and parts	$	295,823	$	291,075	$	4,748			1.6

Same store
Customer pay	$	164,597	$	157,652	$	6,945			4.4	%
Warranty		50,688		55,433		(4,745	)		(8.6	)
Wholesale parts		48,690		49,267		(577	)		(1.2	)
Body shop		27,574		28,032		(458	)		(1.6	)

Total service, body and parts	$	291,549	$	290,384	$	1,165			0.4


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Reported
Customer pay	$	158,018	$	159,405	$	(1,387	)		(0.9	)%
Warranty		55,539		59,676		(4,137	)		(6.9	)
Wholesale parts		49,486		54,083		(4,597	)		(8.5	)
Body shop		28,032		30,432		(2,400	)		(7.9	)

Total service, body and parts	$	291,075	$	303,596	$	(12,521	)		(4.1	)

Same store
Customer pay	$	157,627	$	158,329	$	(702	)		(0.4	)%
Warranty		55,431		59,260		(3,829	)		(6.5	)
Wholesale parts		49,253		53,817		(4,564	)		(8.5	)
Body shop		28,032		30,432		(2,400	)		(7.9	)

Total service, body and parts	$	290,343	$	301,838	$	(11,495	)		(3.8	)

Our service, body and parts business was also affected, albeit at a lesser magnitude than vehicle sales, by the challenging economic environment. Declining consumer confidence has caused customers to defer maintenance work and routine servicing for longer periods of time. Declining units in operation have impacted the overall available pool of vehicles to service and warranty opportunities.

Warranty work accounted for approximately 17.4% of our same store service, body and parts sales in 2010 compared to 19.1% in 2009, which resulted in an 8.6% decrease in same store warranty sales in 2010 compared to 2009. Domestic brand warranty work decreased by 1.6%, while import/luxury warranty work decreased by 4.0% in 2010 compared to 2009. To offset the trends in warranty work, we have emphasized the customer pay portion of our business through competitively priced routine maintenance offerings and increased marketing efforts. The customer pay service and parts business, which represented 56.5% of the total service, body and parts business in 2010 on a same store basis, was up 4.4% compared to 2009.

Warranty work accounted for approximately 19.1% of our same store service, body and parts sales in 2009 and declined 6.5% compared to 2008. The customer pay service and parts business represented 54.3% of the total service, body and parts business in 2009, which was 0.4% lower compared to 2008. As discussed above, these changes in mix resulted from lower consumer confidence, deferred maintenance on vehicles and fewer warranty opportunities. As a result, overall same store sales declined 3.8%.

Gross Profit

Gross profit increased $43.2 million in 2010 compared to 2009 and decreased $27.7 million in 2009 compared to 2008. The increase in 2010 was primarily due to increased revenues, partially offset by a decline in our overall gross profit margin. The decrease in 2009 compared to 2008 was due to decreased total revenues, partially offset by an increase in our overall gross profit margin.

Gross profit margins achieved were as follows:


	Year Ended December 31,						Basis Point Change
	2010			2009			Basis Point Change
New vehicle		8.2	%		8.4	%		(20	)bp
Retail used vehicle		14.1			14.1			—
Wholesale used vehicles		0.6			0.6			—
Finance and insurance		100.0			100.0			—
Service, body and parts		48.2			47.6			60
Overall		17.9			19.0			(110	)

	Year Ended December 31,						Basis Point Change*
	2009			2008			Basis Point Change*
New vehicle		8.4	%		7.9	%		50	bp
Retail used vehicle		14.1			11.4			270
Wholesale used vehicles		0.6			(3.3	)		390
Finance and insurance		100.0			100.0			—
Service, body and parts		47.6			47.7			(10	)
Overall		19.0			17.3			170

*	A basis point is equal to 1/100 ^th of one percent.

In 2010, our overall gross profit margin decreased primarily due to a mix shift as we sold a greater number of new vehicles, which have lower margins than our other businesses. We have worked to maintain our gross profit margin in the face of rising product costs. We believe our “single-point” strategy of maintaining franchise exclusivity within the market we serve protects profitability and allows us to maintain margin levels.

During 2009, we focused attention on maximizing retail profit opportunities on each transaction in order to offset the decline in overall sales levels. We also continued to adjust our vehicle inventories to respond to shifts in consumer demand driven by fuel prices and macroeconomic conditions. These factors led to improved gross profit margins in most of our business lines. We also focused on increasing the number of commodity sales in our service, body and parts business, including batteries, tires and wiper blades. These sales, although at a lower gross profit margin, present an opportunity to offset declining revenues in future periods. As discussed above, the decline in revenues is attributable to decreased units in operation from fewer vehicle sales in 2008 and 2009 and lower market share by our more prevalent domestic brands.

Goodwill and Other Asset Impairment Charges

We are required to test our goodwill and other indefinite-lived intangible assets for impairment at least annually or more frequently if conditions indicate that an impairment may have occurred. In addition, long-lived assets held and used by us and intangible assets with determinable lives are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable.

We recorded asset impairment charges in 2010, 2009 and 2008. Asset impairments recorded as a component of continuing operations consist of the following (in thousands):


December 31,	2010		2009			2008
Goodwill	$	—	$	—		$	299,266

Asset Impairments
Intangible assets	$	—	$	250		$	16,028
Long-lived assets		15,301		10,350			13,876
Other assets		—		(2,328	)		4,995

Total asset impairments	$	15,301	$	8,272		$	34,899

Selling, general and administrative	$	—	$	—		$	4,527

During 2010, we believed events and circumstances indicated the carrying amount of our non-operational long-lived assets may no longer be recoverable, triggering interim impairment tests. We determined a triggering event had occurred based on the following factors:

•

slower industry recovery for retail vehicle sales than originally projected at the end of 2009;

•

oversupply of vacant dealership properties due to the economic downturn and bankruptcy proceedings for Chrysler and GM; and

•

the broader economic recovery, including the availability of credit, remained gradual, limiting the potential buyers of these types of properties.

Based on the results of those tests, we recorded asset impairment charges of $15.3 million associated with these properties during 2010.

In 2009, as a result of the reorganization in bankruptcy of both Chrysler and GM, and the decline in commercial real estate values, we tested our long-lived assets for recoverability. Additionally, operational results for certain locations have been retrospectively reclassified from discontinued operations to continuing operations in the consolidated statement of operations, including prior period impairments. As these assets were no longer expected to be sold, a reversal of estimated costs to sell was recorded in 2009. Total asset impairment charges were $8.3 million in 2009.

As a result of the adverse change in the business climate and our reduced earnings and cash flow forecast, we tested certain goodwill, franchise value and long-lived assets for recoverability in 2008. Based on the results of these tests, we recorded asset impairment charges totaling $334.2 million in 2008. In addition, we recorded impairment charges on certain cancelled construction projects of $4.5 million in 2008 as a component of selling, general and administrative expense.

See Notes 1, 4 and 5 of Notes to Consolidated Financial Statements for additional information.

Selling, General and Administrative Expense

Selling, general and administrative expense (“SG&A”) includes salaries and related personnel expenses, advertising (net of manufacturer cooperative advertising credits), rent, facility costs, and other general corporate expenses.


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Personnel	$	185,557	$	171,289	$	14,268			8.3	%
Advertising		27,134		18,402		8,732			47.5
Rent		14,715		15,464		(749	)		(4.8	)
Facility costs		23,860		23,614		246			1.0
Other		49,346		47,252		2,094			4.4

Total SG&A	$	300,612	$	276,021	$	24,591			8.9


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Personnel	$	171,289	$	193,090	$	(21,801	)		(11.3	)%
Advertising		18,402		17,577		825			4.7
Rent		15,464		17,161		(1,697	)		(9.9	)
Facility costs		23,614		24,524		(910	)		(3.7	)
Other		47,252		63,160		(15,908	)		(25.2	)

Total SG&A	$	276,021	$	315,512	$	(39,491	)		(12.5	)

SG&A increased $24.6 million in 2010 compared to 2009, primarily due to increased sales volumes and increased advertising expense to gain market share, offset by savings in other areas as we continued to focus on reducing costs. SG&A as a percentage of gross profit was 78.8% in 2010 compared to 81.6% in 2009.

SG&A decreased $39.5 million in 2009 compared to 2008, primarily due to reduced sales volumes and cost cutting efforts. Additionally, SG&A in 2008 included $4.5 million of impairment charges on certain cancelled construction projects. SG&A as a percentage of gross profit was 81.6% in 2009 compared to 86.2% in 2008.

Depreciation and Amortization

Depreciation is comprised of depreciation expense related to buildings, significant remodels or betterments, furniture, tools, equipment and signage and amortization of certain intangible assets, including customer lists and non-compete agreements.


	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010		2009		Increase (Decrease)			% Increase (Decrease)
Depreciation and amortization	$	17,577	$	18,259	$	(682	)		(3.7	)%

	Year Ended December 31,				Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009		2008		Increase (Decrease)			% Increase (Decrease)
Depreciation and amortization	$	18,259	$	17,059	$	1,200			7.0	%

Depreciation and amortization decreased $0.7 million and increased $1.2 million, respectively, in 2010 compared to 2009 and in 2009 compared to 2008. Assets classified as held for sale are not depreciated. When assets previously classified as held for sale are reclassified to held and used, they are valued at the lower of their fair value or their net book value assuming depreciation had not been halted. Depreciation and amortization in 2009 included a $2.2 million charge to record depreciation related to assets reclassified from held for sale, including approximately $0.7 million that would have been recorded in 2008 if the assets had not been classified in discontinued operations at that time.

Operating Income (Loss)

Operating income (loss) was 2.2%, 2.0% and (14.2)% of revenue, respectively, in 2010, 2009 and 2008. The increase in 2010 compared to 2009 was primarily due to improved sales and continued cost control. 2009 was negatively affected by lower revenues over which to spread our SG&A, partially offset by higher gross profit margins due to a shift in revenue sources and our improved cost structure. The operating losses in 2008 were due primarily to the asset impairment charges discussed above.

Floorplan Interest Expense

Floorplan interest expense decreased $0.4 million in 2010 compared to 2009. A decrease of $0.1 million resulted from declines in the average benchmark interest rates on our floorplan facilities and a decrease of $1.1 million resulted from decreases in the average outstanding balances of our floorplan facilities. At the end of 2009 and throughout 2010, we had paid down our floorplan notes with excess cash. Ineffectiveness from hedging interest rate swaps resulted in an increase of $0.8 million.

Floorplan interest expense decreased $9.8 million in 2009 compared to 2008. A decrease of $3.0 million resulted from lower average interest rates and a decrease of $6.3 million resulted from lower average balances outstanding. In addition there was a decrease of $0.5 million related to our interest rate swaps.

Floorplan assistance is provided by manufacturers to specifically support store financing of new vehicle inventory. Under accounting standards, floorplan assistance is recorded as a component of new vehicle gross profit when the specific vehicle is sold. However, as manufacturers provide this assistance to offset inventory carrying costs, we believe a comparison of floorplan interest expense to floorplan assistance can be used to evaluate the efficiency of our new vehicle sales relative to stocking levels. The following tables detail the carrying costs for new vehicles and include new and program vehicle floorplan interest net of floorplan assistance earned.


	Year Ended December 31,						Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2010			2009			Increase (Decrease)			% Increase (Decrease)
Floorplan interest expense (new vehicles)	$	10,597		$	11,015		$	(418	)		(3.8	)%
Floorplan assistance (included in cost of sales)		(9,753	)		(9,245	)		(508	)		(5.5	)

Net new vehicle carrying costs	$	844		$	1,770		$	(926	)		(52.3	)%


	Year Ended December 31,						Increase (Decrease)			% Increase (Decrease)
(Dollars in thousands)	2009			2008			Increase (Decrease)			% Increase (Decrease)
Floorplan interest expense (new vehicles)	$	11,015		$	20,808		$	(9,793	)		(47.1	)%
Floorplan assistance (included in cost of sales)		(9,245	)		(15,519	)		6,274			40.4

Net new vehicle carrying costs	$	1,770		$	5,289		$	(3,519	)		(66.5	)%

Other Interest Expense

Other interest expense includes interest on debt incurred related to acquisitions, real estate mortgages and our working capital, acquisition and used vehicle line of credit. It also included interest on our senior subordinated convertible notes in the first three quarters of 2009 and all of 2008.

In 2009 and 2008, other interest expense contained interest associated with our convertible notes. With the repurchase of our convertible notes in 2009, other interest expense mainly related to mortgages in 2010. Mortgage interest expense totaled $13.6 million, $11.6 million and $10.0 million in 2010, 2009 and 2008, respectively.

There was no capitalized interest on construction projects in 2010. Capitalized interest on construction projects totaled $0.9 million and $1.7 million, respectively, in 2009 and 2008.

Other Income, net

Other income, net was $0.4 million, $1.5 million and $6.6 million for 2010, 2009 and 2008, respectively. A gain in 2009 and 2008 of $0.3 million and $5.3 million, respectively, was due to the early retirement of our convertible notes. Additionally, a gain of approximately $1.0 million in 2009 is related to the result of a binding arbitration.

Income Tax Provision (Benefit)

Our effective tax rate was 39.2% in 2010, 42.7% in 2009 and (32.4)% in 2008. Our federal income tax rate is 35% and our state income tax rate is currently 3.4%, which varies with the mix of states where our stores are located. We also have certain non-deductible expenses and other adjustments that impact our effective rate. In 2009, the impact of non-deductible expenses was magnified by a decline in income due to the slower sales environment. In 2008, a large permanent item related to the impairment of goodwill associated with a prior corporate acquisition reduced the rate.

Pro Forma Reconciliations

Due to the non-core nature of certain non-cash charges related to asset impairments, lease termination, lifetime oil change and severance reserves (“reserve adjustments”), disposal gains and gains on extinguishment of debt, we are providing our results of operations excluding these items. We believe that each of the non-GAAP financial measures provided improves the transparency of our disclosure, by presenting our results that exclude the impact of these items that affect the period-to-period comparability of our core operations. These presentations are not intended to provide SG&A, operating income, income from continuing operations before taxes or net income in accordance with GAAP and should not be considered an alternative to GAAP measures.

The following table reconciles certain reported GAAP amounts per the Consolidated Statements of Operations to the comparable non-GAAP income (loss) amounts (dollars in thousands, except per share amounts):


	Year Ended December 31
Selling, general and administrative expense	2010			2009			2008
As reported	$	300,612		$	276,021		$	315,512
Impairments and disposal gain		413			—			(4,527	)
Reserve adjustments		(1,238	)		(454	)		—

Adjusted	$	299,787		$	275,567		$	310,985

SG&A as a % of gross profit
As reported		78.8	%		81.6	%		86.2	%
Adjusted		78.4			81.1			85.0

Income from operations
As reported	$	47,940		$	35,713		$	(300,753	)
Impairments and disposal gain		14,954			7,842			338,692
Reserve adjustments		2,278			1,854			—

Adjusted	$	65,172		$	45,409		$	37,939

Operating profit
As reported		2.2	%		2.0	%		(14.2	)%
Adjusted		3.1			2.5			1.8

Income (loss) from continuing operations before income taxes
As reported	$	23,193		$	12,078		$	(333,010	)
Impairments and disposal gain		14,954			7,842			338,692
Reserve adjustments		2,278			1,854			—
Gain on extinguishment of debt		—			(1,317	)		(5,248	)

Adjusted	$	40,425		$	20,457		$	434

Pre-tax margin
As reported		1.1	%		0.7	%		(15.7	)%
Adjusted		1.9			1.1			—

Net income (loss) from continuing operations
As reported	$	14,100		$	6,916		$	(225,132	)
Impairments and disposal gain		9,178			4,967			229,080
Reserve adjustments		1,532			1,103			—
Gain on extinguishment of debt		—			(812	)		(3,646	)

Adjusted	$	24,810		$	12,174		$	302

Diluted net income (loss) per share from continuing operations
As reported	$	0.53		$	0.31		$	(11.15	)
Impairments and disposal gain		0.35			0.23			11.34
Reserve adjustments		0.06			0.05			—
Gain on extinguishment of debt		—			(0.04	)		(0.18	)

Adjusted	$	0.94		$	0.55		$	0.01

Liquidity and Capital Resources

We manage our liquidity and capital resources to be able to fund future capital expenditures, working capital requirements and contractual obligations. Additionally, we use capital resources to fund cash dividend payments, share repurchases and acquisitions.

Available Sources

We have relied primarily upon internally generated cash flows from operations, borrowings under our credit agreements, financing of real estate and the proceeds from public equity and private debt offerings to finance operations and expansion. Based on these factors and our normal operational cash flow, we believe we have sufficient availability to accommodate both our short- and long-term capital needs.

Below is a summary and discussion of our available funds:


	As of December 31,				Increase (Decrease)			% Increase (Decrease)
	2010		2009		Increase (Decrease)			% Increase (Decrease)
Cash and cash equivalents	$	9,306	$	12,776	$	(3,470	)		(27.2	)%
Available credit on the Credit Facility		23,332		25,682		(2,350	)		(9.2	)
Unfinanced new vehicles		65,601		35,728		29,873			83.6

Total available funds	$	98,239	$	74,186	$	24,053			32.4	%

During 2010, 2009 and 2008, we generated $18.3 million, $11.4 million and $82.9 million, respectively, through the sale of assets and stores and the issuance of long-term debt, net of debt repayment.

On October 15, 2009, we sold 4,000,000 shares of our Class A common stock in a public offering at a price of $10.00 per share for gross proceeds of $40.0 million and net proceeds, after underwriting commissions, of $37.9 million. We also granted to the underwriters of the public offering a 30-day option to purchase up to an additional 600,000 shares to cover over-allotments, if any. The option to purchase the shares was exercised by the underwriters in its entirety, resulting in total gross proceeds of $46.0 million and net proceeds, after underwriting commissions and other expenses, of $43.2 million.

In addition to the above sources of liquidity, potential sources include the placement of subordinated debentures or loans, additional store sales or additional other asset sales. We will evaluate all of these options and may select one or more of them depending on overall capital needs and the availability and cost of capital, although no assurances can be provided that these capital sources will be available in sufficient amounts or with terms acceptable to us.

Summary of Outstanding Balances on Credit Facilities and Long-term Debt

Below is a summary of our outstanding balances on credit facilities and long-term debt:


	Outstanding as of December 31, 2010		Remaining Available as of December 31, 2010
New and program floorplan notes payable	$	251,257	$	—	⁽¹⁾
Credit facility		40,000		23,332	^(2),(3)
Real estate mortgages		234,850		—
Other debt		5,924		—

Total debt	$	532,031	$	23,332

(1)	There are no formal limits on the new and program vehicle lines with certain lenders, and we had approximately $65.6 million in unfloored new vehicles at December 31, 2010.

(2)	Reduced by $2.3 million for outstanding letters of credit.

(3)	The amount available on the line is limited based on a borrowing base calculation and fluctuates monthly.

New and Program Vehicle Lines

Ally Bank, Mercedes-Benz Financial Services USA, LLC, TFS, Ford Motor Credit Company, VW Credit, Inc., American Honda Finance Corporation, Nissan Motor Acceptance Corporation and BMW Financial Services NA, LLC provide new vehicle floorplan financing for their respective brands. Ally Bank serves as the primary lenders for all other brands. The new and program vehicle lines are secured by new and program vehicle inventory of the stores financed by that lender. The weighted average interest rates associated with our new and program vehicle lines, excluding the effects of our interest rate swaps, was 3.1% at December 31, 2010.

Vehicles financed by lenders not directly associated with the manufacturer are classified as floorplan notes payable: non-trade and are included as a financing activity in our statements of cash flows. Vehicles financed by lenders directly associated with the manufacturer are classified as floorplan notes payable and are included as an operating activity in our statements of cash flows.

To improve the visibility of cash flows related to vehicle financing, which is a core part of our business, the non-GAAP financial measures below demonstrate cash flows assuming all floorplan notes payable are included as an operating activity. We believe that this non-GAAP financial measure improves the transparency of our disclosure by providing period-to-period comparability of our results from core business operations.


	Year Ended December 31,
(In thousands)	2010			2009			2008
As Reported
Cash flow from (used in) operations	$	(21,330	)	$	9,939		$	86,108
Change in floorplan notes payable: non-trade		24,090			31,417			(16,803	)

Adjusted	$	2,760		$	41,356		$	69,305


As Reported
Cash flow from (used in) financing	$	37,826		$	(29,127	)	$	(101,185	)
Change in floorplan notes payable: non-trade		(24,090	)		(31,417	)		16,803

Adjusted	$	13,736		$	(60,544	)	$	(84,382	)

Working Capital, Acquisition and Used Vehicle Credit Facility

We have a $75 million Credit Facility with U.S. Bank National Association, which expires June 30, 2013. As of December 31, 2010, approximately $23.3 million was available on the facility. We believe the Credit Facility continues to be an attractive source of financing given the current cost and availability of credit alternatives. The interest rate on the Credit Facility is the 1-month LIBOR plus 2.35%, which totaled 2.6% at December 31, 2010.

Real Estate Mortgages and Other Debt

We have mortgages associated with our owned real estate and leasehold improvements. Interest rates related to this debt ranged from 2.1% to 7.9% at December 31, 2010. The mortgages are payable in various installments through January 2018 with no significant maturities until 2013.

Our other debt includes various notes, capital leases and obligations assumed as a result of acquisitions and other agreements and have interest rates that ranged from 3.5% to 10.0% at December 31, 2010.

Debt Covenants

We are subject to certain financial and restrictive covenants for all of our debt agreements. The covenants restrict us from incurring additional indebtedness, making investments, selling or acquiring assets and granting security interests in our assets.


Debt Covenant Ratios	Requirement		As of December 31, 2010
Minimum tangible net worth		Not less than $200 million	$	267.1 million
Vehicle equity		Not less than $65 million	$	187.7 million
Fixed charge coverage ratio		Not less than 1.20 to 1		1.68 to 1
Liabilities to tangible net worth ratio		Not more than 4.00 to 1		2.44 to 1

Accordingly, we were in compliance with the Credit Facility financial covenants as of December 31, 2010.

We expect to remain in compliance with the financial and restrictive covenants in our Credit Facility and other debt agreements. However, no assurances can be provided that we will continue to remain in compliance with the financial and restrictive covenants.

In the event that we are unable to meet the financial and restrictive covenants, we would enter into a discussion with the lender to remediate the condition. If we were unable to remediate or cure the condition, a breach would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed, including the triggering of cross-default provisions to other debt agreements.

Inventories

We calculate days supply based on a forward looking projection of expected sales levels. We believe this better aligns our days supply with seasonal fluctuations in our business. For example, using a trailing days supply would overstate inventory in the fourth quarter as we approach the stronger spring selling season, and understate inventory in the third quarter as we approach the slower fall and winter selling season. Our days supply of new vehicles at December 31, 2010 is nine days below our historical December 31 balances and seven days below our December 31, 2009 levels. This decrease compared to 2009 is a result of increased new vehicle sales levels and efforts to reduce the amount of new inventory available.

Our days supply of used vehicles at December 31, 2010 was down ten days compared to our historical December 31 balances and eight days below our December 31, 2009 balances. We have continued to focus on managing inventory levels in 2010 resulting in a decrease compared to historical periods.

Contractual Payment Obligations

A summary of our contractual commitments and obligations as of December 31, 2010 was as follows (in thousands):


	Payments Due By Period
Contractual Obligation	Total		2011		2012 and 2013		2014 and 2015		2016 and beyond
Floorplan notes payable ⁽¹⁾	$	251,257	$	251,257	$	—	$	—	$	—
Credit Facility ⁽¹⁾		40,000		—		40,000		—		—
Real estate debt, including interest		282,762		23,234		78,808		118,403		62,317
Other debt, including interest		7,022		702		1,329		2,916		2,075
Charge-backs on various contracts		9,365		5,273		3,689		392		11
Operating and capital leases ⁽²⁾		148,770		17,184		30,381		25,541		75,664
Fixed rate payments on interest rate swaps		14,177		4,327		8,666		590		594

	$	753,353	$	301,977	$	162,873	$	147,842	$	140,661

⁽¹⁾	Amounts for floorplan notes payable and the Credit Facility do not include estimated interest payments. See Notes 2 and 6 in the Notes to Consolidated Financial Statements.

⁽²⁾	Amounts for operating and capital lease commitments do not include sublease income, and certain operating expenses such as maintenance, insurance and real estate taxes. See Note 7 in the Notes to Consolidated Financial Statements.

Capital Expenditures

Many manufacturers provide assistance in the form of additional vehicle incentives if facilities meet image standards and requirements. Accordingly, we believe it is an attractive time to invest in certain facility upgrades and remodels that will generate additional manufacturer incentive payments. Also, recently enacted tax law changes that accelerate deductions for capital expenditures have accelerated project timelines to ensure completion before the law expires.

In the event we undertake a significant capital commitment in the future, we expect to pay for the construction out of existing cash balances, construction financing and borrowings on our Credit Facility. Upon completion of the projects, we would anticipate securing long-term financing and general borrowings from third party lenders for 70% to 90% of the amounts expended, although no assurances can be provided that these financings will be available to us in sufficient amounts or on terms acceptable to us.

Dividends

Our Board of Directors declared dividends of $0.05 per share on our Class A and Class B common stock, which were paid in April 2010, July 2010 and October 2010 and totaled approximately $1.3 million each payment period. Management evaluates performance and makes a recommendation to the Board of Directors on dividend payments on a quarterly basis.

Share Repurchase Plan

In June 2000, our Board of Directors authorized the repurchase of up to 1,000,000 shares of our Class A common stock. Through December 31, 2010, we have purchased a total of 580,624 shares under this program, 100,893 of which were purchased during 2010 for an average price of $7.88 per share. We may continue to repurchase shares from time to time in the future, if permitted by our credit facilities, and as conditions warrant.

Selected Consolidated Quarterly Financial Data

The following tables set forth our unaudited quarterly financial data ^{(1) (2)} .


2010 (in thousands, except per share data )	Three Months Ended,
	March 31			June 30			September 30			December 31
Revenues:
New vehicle	$	215,617		$	268,721		$	293,237		$	290,073
Used vehicle retail		135,899			146,836			158,798			139,652
Used vehicle wholesale		23,465			25,570			30,869			28,209
Finance and insurance		14,638			16,274			18,928			17,267
Service, body and parts		68,797			71,996			77,733			77,297
Fleet and other		803			4,704			3,122			3,093

Total revenues		459,219			534,101			582,687			555,591
Cost of sales		373,314			438,358			477,743			460,753

Gross profit		85,905			95,743			104,944			94,838
Asset impairments		1,491			13,260			—			550
Selling, general and administrative		71,039			74,813			77,468			77,292
Depreciation and amortization		4,749			4,401			4,239			4,188

Operating income		8,626			3,269			23,237			12,808
Floorplan interest expense		(2,751	)		(2,567	)		(3,085	)		(2,194	)
Other interest expense		(3,588	)		(3,529	)		(3,725	)		(3,730	)
Other, net		68			214			74			66

Income (loss) from continuing operations before income taxes		2,355			(2,613	)		16,501			6,950
Income tax (provision) benefit		(912	)		1,099			(6,709	)		(2,571	)

Income (loss) before discontinued operations		1,443			(1,514	)		9,792			4,379
Discontinued operations, net of tax		(176	)		(205	)		—			—

Net income (loss)	$	1,267		$	(1,719	)	$	9,792		$	4,379

Basic income (loss) per share from continuing operations	$	0.06		$	(0.06	)	$	0.37		$	0.17
Basic loss per share from discontinued operations		(0.01	)		(0.01	)		—			—

Basic net income (loss) per share	$	0.05		$	(0.07	)	$	0.37		$	0.17

Diluted income (loss) per share from continuing operations	$	0.06		$	(0.06	)	$	0.37		$	0.16
Diluted loss per share from discontinued operations		(0.01	)		(0.01	)		—			—

Diluted net income (loss) per share	$	0.05		$	(0.07	)	$	0.37		$	0.16


2009 (in thousands, except per share data )	Three Months Ended,
	March 31			June 30			September 30			December 31
Revenues:
New vehicle	$	192,306		$	211,760		$	266,769		$	210,494
Used vehicle retail		109,089			126,256			129,857			112,051
Used vehicle wholesale		16,513			17,751			20,223			18,212
Finance and insurance		13,537			14,857			15,704			12,299
Service, body and parts		72,957			72,312			74,538			71,268
Fleet and other		570			625			895			524

Total revenues		404,972			443,561			507,986			424,848
Cost of sales		325,691			357,272			412,493			347,646

Gross profit		79,281			86,289			95,493			77,202
Asset impairments		2,080			3,680			2,359			153
Selling, general and administrative		68,655			68,694			71,165			67,507
Depreciation and amortization		4,091			3,969			3,883			6,316

Operating income (loss)		4,455			9,946			18,086			3,226
Floorplan interest expense		(2,911	)		(2,664	)		(3,053	)		(2,387	)
Other interest expense		(3,981	)		(3,367	)		(3,291	)		(3,476	)
Other, net		1,164			258			25			48

Income (loss) from continuing operations before income taxes		(1,273	)		4,173			11,767			(2,589	)
Income tax (provision) benefit		489			(1,634	)		(4,792	)		775

Income (loss) before discontinued operations		(784	)		2,539			6,975			(1,814	)
Discontinued operations, net of tax		2,113			1,124			(1,262	)		260

Net income (loss)	$	1,329		$	3,663		$	5,713		$	(1,554	)

Basic income (loss) per share from continuing operations	$	(0.04	)	$	0.12		$	0.33		$	(0.07	)
Basic loss per share from discontinued operations		0.10			0.05			(0.06	)		0.01

Basic net loss per share	$	0.06		$	0.17		$	0.27		$	(0.06	)

Diluted income (loss) per share from continuing operations	$	(0.04	)	$	0.12		$	0.33		$	(0.07	)
Diluted loss per share from discontinued operations		0.10			0.05			(0.06	)		0.01

Diluted net loss per share	$	0.06		$	0.17		$	0.27		$	(0.06	)

(1)	Quarterly data may not add to yearly totals due to rounding.

(2)	Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency and comparability between periods presented.

Seasonality and Quarterly Fluctuations

Historically, our sales have been lower in the first and fourth quarters of each year due to consumer purchasing patterns during the holiday season, inclement weather in certain of our markets and the reduced number of business days during the holiday season. As a result, financial performance is expected to be lower during the first and fourth quarters than during the second and third quarters of each fiscal year. We believe that interest rates, levels of consumer debt, consumer confidence and manufacturer sales incentives, as well as general economic conditions, also contribute to fluctuations in sales and operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Variable Rate Debt

We use variable-rate debt to finance our new and program vehicle inventory and certain real estate holdings. The interest rates on our variable rate debt are tied to either the one or three-month LIBOR or the prime rate. These debt obligations, therefore, expose us to variability in interest payments due to changes in these rates. The floorplan debt is based on open-ended lines of credit tied to each individual store from the various manufacturer finance companies.

Our variable-rate floorplan notes payable, variable rate mortgage notes payable and other credit line borrowings subject us to market risk exposure. At December 31, 2010, we had $413.6 million outstanding under such agreements at a weighted average interest rate of 3.1% per annum. A 10% increase in interest rates would increase annual interest expense by approximately $0.1 million, net of tax, based on amounts outstanding at December 31, 2010.

Fixed Rate Debt

The fair value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair value of fixed interest rate debt will increase as interest rates fall because we would expect to be able refinance for a lower rate. Conversely, the fair value of fixed interest rate debt will decrease as interest rates rise. The interest rate changes affect the fair value but do not impact earnings or cash flows.

At December 31, 2010, we had $118.5 million of long-term fixed interest rate debt outstanding and recorded on the balance sheet, with maturity dates of between October 2011 and October 2029. Based on discounted cash flows using current interest rates for comparable debt, we have determined that the fair value of this long-term fixed interest rate debt was approximately $127.4 million at December 31, 2010.

Hedging Strategies

We believe it is prudent to limit the variability of a portion of our interest payments. Accordingly, we have entered into interest rate swaps to manage the variability of our interest rate exposure, thus leveling a portion of our interest expense in a rising or falling rate environment.

We have effectively changed the variable-rate cash flow exposure on a portion of our flooring debt to fixed-rate cash flows by entering into receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, we receive variable interest rate payments and make fixed interest rate payments, thereby creating fixed rate flooring debt.

We do not enter into derivative instruments for any purpose other than to manage interest rate exposure. That is, we do not engage in interest rate speculation using derivative instruments. Typically, we designate all interest rate swaps as cash flow hedges.

As of December 31, 2010, we had outstanding the following interest rate swaps with U.S. Bank Dealer Commercial Services:

•

effective June 16, 2006 – a ten year, $25 million interest rate swap at a fixed rate of 5.587% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month;

•

effective January 26, 2008 – a five year, $25 million interest rate swap at a fixed rate of 4.495% per annum, variable rate adjusted on the 26 ^th of each month;

•

effective May 1, 2008 – a five year, $25 million interest rate swap at a fixed rate of 3.495% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month; and

•

effective May 1, 2008 – a five year, $25 million interest rate swap at a fixed rate of 3.495% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month.

We receive interest on all of the interest rate swaps at the one-month LIBOR rate. The one-month LIBOR rate at December 31, 2010 was 0.3% per annum as reported in the Wall Street Journal.

The fair value of our interest rate swap agreements represents the estimated receipts or payments that would be made to terminate the agreements. These amounts related to our cash flow hedges are recorded as deferred gains or losses in our consolidated balance sheet with the offset recorded in

accumulated other comprehensive income, net of tax. Changes to the fair value of discontinued cash flow hedges are recognized into earnings as a component of floorplan interest expense. At December 31, 2010, the fair value of all of our agreements was a liability of $8.7 million. The estimated amount expected to be reclassified into earnings within the next twelve months was $3.2 million at December 31, 2010.

In 2009, we determined that the original forecasted transaction for certain of the de-designated cash flow hedges became probable of not occurring. Therefore, we reclassified into earnings a gain of approximately $0.5 million as a reduction of flooring interest expense at that time. Additionally, we de-designated and re-designated all of our outstanding interest rate swaps when significant changes in our underlying floorplan debt occurred with the Chrysler and GM restructuring. This de-designation and re-designation did not have an impact on earnings at the time, but may increase ineffectiveness in the future.

Risk Management Policies

We assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.

We maintain risk management control systems to monitor interest rate cash flow attributable to both our outstanding and forecasted debt obligations, as well as our offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

Item 8.

Financial Statements and Supplementary Financial Data

The financial statements and notes thereto required by this item begin on page F-1 as listed in Item 15 of Part IV of this document. Quarterly financial data for each of the eight quarters in the two-year period ended December 31, 2010 is included in Item 7.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, we used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using those criteria, our management concluded that, as of December 31, 2010, our internal control over financial reporting was effective.

KPMG LLP, our Independent Registered Public Accounting Firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2010, which is included in Item 8 of this Form 10-K.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Information required by this item will be included under the captions Election of Directors, Meetings and Committees of the Board of Directors , Audit Committee Independence and Financial Expert , Code of Business Conduct and Ethics, Executive Officers and Section 16(a) Beneficial Ownership Reporting Compliance in our Proxy Statement for our 2011 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Item 11.

Executive Compensation

The information required by this item will be included under the captions Compensation of Directors, Compensation Committee Report, Compensation Discussion and Analysis, Executive Compensation, Potential Payments Upon Termination or Change-in-Control, and Compensation Committee Interlocks and Insider Participation in our Proxy Statement for our 2011 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management

Equity Compensation Plan Information

The following table summarizes equity securities authorized for issuance as of December 31, 2010.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity compensation plans approved by shareholders		1,185,241	$	13.56		1,752,708	⁽¹⁾

Equity compensation plans not approved by shareholders		—		—		—

Total		1,185,241	$	13.56		1,752,708

(1)	Includes 756,730 shares available pursuant to our 2003 Stock Incentive Plan and 995,978 shares available pursuant to our Employee Stock Purchase Plan.

The additional information required by this item will be included under the caption Security Ownership of Certain Beneficial Owners and Management in our Proxy Statement for our 2011 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included under the captions Certain Relationships and Related Transactions and Director Independence in our Proxy Statement for our 2011 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

Item 14.

Principal Accountant Fees and Services

Information required by this item will be included under the caption Fees Paid to KPMG LLP Related to Years 2010 and 2009 and Pre-approval Policies in our Proxy Statement for our 2011 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Financial Statements and Schedules

The Consolidated Financial Statements, together with the report thereon of KPMG LLP, Independent Registered Public Accounting Firm, are included on the pages indicated below:


		Page
Reports of Independent Registered Public Accounting Firm		F-1, F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009		F-3
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		F-4
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and 2008		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		F-6
Notes to Consolidated Financial Statements		F-7

There are no schedules required to be filed herewith.

Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index. An asterisk (*) beside the exhibit number indicates the exhibits containing a management contract, compensatory plan or arrangement, which are required to be identified in this report.


Exhibit		Description
3.1	^(a)	Restated Articles of Incorporation of Lithia Motors, Inc., as amended May 13, 1999

3.2	^(l)	Amended and Restated Bylaws of Lithia Motors, Inc. (Corrected)

4.1	^(b)	Specimen Common Stock certificate

10.1*	⁽ⁱ⁾	2009 Employee Stock Purchase Plan

10.2*	^(d)	Lithia Motors, Inc. 2001 Stock Option Plan

10.2.1*	^(e)	Form of Incentive Stock Option Agreement for 2001 Stock Option Plan

10.2.2*	^(e)	Form of Non-Qualified Stock Option Agreement for 2001 Stock Option Plan

10.3	^(q)	Lithia Motors, Inc. Amended and Restated 2003 Stock Incentive Plan

10.4*		Form of Restricted Stock Unit Agreement for Senior Executives

10.4.1*		Form of Restricted Stock Unit Agreement for Non-Executive Officers

10.4.2*		Form of Restricted Stock Unit Agreement for Non-Executive Directors

10.5*	^(k)	Summary 2008 Discretionary Support Services Bonus Program


Exhibit		Description
10.6	^(a)	Chrysler Corporation Sales and Service Agreement General Provisions

10.6.1	^(f)	Chrysler Corporation Chrysler Sales and Service Agreement, dated September 28, 1999, between Chrysler Corporation and Lithia Chrysler Plymouth Jeep Eagle, Inc. (Additional Terms and Provisions to the Sales and Service Agreements are in Exhibit 10.9) (1)

10.7	^(b)	Mercury Sales and Service Agreement General Provisions

10.7.1	^(c)	Supplemental Terms and Conditions agreement between Ford Motor Company and Lithia Motors, Inc. dated June 12, 1997

10.7.2	^(c)	Mercury Sales and Service Agreement, dated June 1, 1997, between Ford Motor Company and Lithia TLM, LLC dba Lithia Lincoln Mercury (general provisions are in Exhibit 10.10) (2)

10.8	^(c)	Volkswagen Dealer Agreement Standard Provisions

10.8.1	^(a)	Volkswagen Dealer Agreement dated September 17, 1998, between Volkswagen of America, Inc. and Lithia HPI, Inc. dba Lithia Volkswagen. (standard provisions are in Exhibit 10.11) (3)

10.9	^(b)	General Motors Dealer Sales and Service Agreement Standard Provisions

10.9.1	^(a)	Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement dated January 16, 1998

10.9.2	^(g)	Chevrolet Dealer Sales and Service Agreement dated October 13, 1998 between General Motors Corporation, Chevrolet Motor Division and Camp Automotive, Inc. (4)

10.10	^(b)	Toyota Dealer Agreement Standard Provisions

10.10.1	^(a)	Toyota Dealer Agreement, between Toyota Motor Sales, USA, Inc. and Lithia Motors, Inc., dba Lithia Toyota, dated February 15, 1996 (5)

10.11	^(c)	Nissan Standard Provisions

10.11.1	^(a)	Nissan Public Ownership Addendum dated August 30, 1999 (identical documents executed by each Nissan store)

10.11.2	^(c)	Nissan Dealer Term Sales and Service Agreement between Lithia Motors, Inc., Lithia NF, Inc., and the Nissan Division of Nissan Motor Corporation In USA dated January 2, 1998. (standard provisions are in Exhibit 10.14) (6)

10.12	^(a)	Lease Agreement between CAR LIT, LLC and Lithia Real Estate, Inc. relating to properties in Medford, Oregon (7)

10.13*	^(p)	Non Employee Director Compensation Plan 2009/2010 Service Year.

10.14*	^(h)	Form of Outside Director Nonqualified Deferred Compensation Agreement

10.15*	^(o)	Form of Executive Nonqualified Deferred Compensation Plan

10.16	^(m)	Loan Agreement with First through Seventh Amendments dated as of August 31, 2006 between Lithia Motors, Inc., an Oregon corporation; the lenders, which are from time to time parties to the Loan Agreement, and U.S. Bank National Association, as agent for the Lenders

10.16.1	^(p)	Eighth Amendment to revolving credit facility with U.S. Bank National Association, as Agent, dated January 14, 2010

10.16.2	^(p)	Ninth Amendment to revolving credit facility with U.S. Bank National Association, as Agent, dated February 17, 2010

10.16.3	^(r)	Tenth Amendment to revolving credit facility with U.S. Bank National Association, as Agent, dated June 29, 2010

10.16.4	^(s)	Eleventh Amendment to revolving credit facility with U.S. Bank National Association, as Agent, dated July 16, 2010


Exhibit		Description
10.16.5		Twelfth Amendment to revolving credit facility with U.S. Bank National Association, as Agent, dated December 21, 2010

10.17*	^(j)	Split Dollar Agreement dated November 7, 2006 with Sidney B. DeBoer

10.18*	^(j)	Split Dollar Insurance Agreement dated December 20, 2007 with Sidney B. DeBoer

10.19*	^(l)	Terms of Amended Employment and Change in Control Agreement between Lithia Motors, Inc. and Sidney B. DeBoer dated January 15, 2009. Substantially similar agreements exist between Lithia Motors, Inc. and each of M.L. Dick Heimann, Bryan B. DeBoer, Christopher S. Holzshu and John F. North III

10.20*	⁽ⁿ⁾	Form of Indemnity Agreement for each Named Executive Officer.

10.21*	^(q)	Form of Indemnity Agreement for each non-management Director

10.22*		Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan

10.22.1*		Form of Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan – Notice of Discretionary Contribution Award for Sidney DeBoer

10.22.2*		Form of Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan – Notice of Discretionary Contribution Award

12		Ratio of Earnings to Combined Fixed Charges

21		Subsidiaries of Lithia Motors, Inc.

23		Consent of KPMG LLP, Independent Registered Public Accounting Firm

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

(a)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 1999 as filed with the Securities and Exchange Commission on March 30, 2000.

(b)	Incorporated by reference from the Company’s Registration Statement on Form S-1, Registration Statement No. 333-14031, as declared effective by the Securities Exchange Commission on December 18, 1996.

(c)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 1997 as filed with the Securities and Exchange Commission on March 31, 1998.

(d)	Incorporated by reference from Appendix B to the Company’s Proxy Statement for its 2001 Annual Meeting as filed with the Securities and Exchange Commission on May 8, 2001.

(e)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2001 as filed with the Securities and Exchange Commission on February 22, 2002.

(f)	Incorporated by reference from the Company’s Form 10-Q for the quarter ended September 30, 2001 as filed with the Securities and Exchange Commission on November 14, 2001.

(g)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission on March 31, 1999.

(h)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on March 8, 2006.

(i)	Incorporated by reference from the Company’s Proxy Statement for its 2009 Annual Meeting as filed with the Securities and Exchange Commission on March 20, 2009.

(j)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on April 11, 2008.

(k)	Incorporated by reference from the Company’s Proxy Statement for its 2008 Annual Meeting as filed with the Securities and Exchange Commission on April 29, 2008.

(l)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on March 16, 2009.

(m)	Incorporated by reference from the Company’s Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on October 30, 2009.

(n)	Incorporated by reference from the Company’s Form 8-K as filed with the Securities and Exchange Commission on May 28, 2009.

(o)	Incorporated by reference from the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 5, 2010.

(p)	Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on March 3, 2010.

(q)	Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2010 as filed with the Securities and Exchange Commission on April 30, 2010.

(r)	Incorporated by reference from the Company’s Form 8-K as filed with the Securities and Exchange Commission on June 30, 2010.

(s)	Incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on August 5, 2010.

(1)	Substantially identical agreements exist between DaimlerChrysler Motor Company, LLC and those other subsidiaries operating Dodge, Chrysler, Plymouth or Jeep dealerships.

(2)	Substantially identical agreements exist for its Ford and Lincoln-Mercury lines between Ford Motor Company and those other subsidiaries operating Ford or Lincoln-Mercury dealerships.

(3)	Substantially identical agreements exist between Volkswagen of America, Inc. and those subsidiaries operating Volkswagen dealerships.

(4)	Substantially identical agreements exist between Chevrolet Motor Division, GM Corporation and those other subsidiaries operating General Motors dealerships.

(5)	Substantially identical agreements exist (except the terms are all 2 years) between Toyota Motor Sales, USA, Inc. and those other subsidiaries operating Toyota dealerships.

(6)	Substantially identical agreements exist between Nissan Motor Corporation and those other subsidiaries operating Nissan dealerships.

(7)	Lithia Real Estate, Inc. leases all the property in Medford, Oregon sold to CAR LIT, LLC under substantially identical leases covering six separate blocks of property.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: March 7, 2011	LITHIA MOTORS, INC.

	By	/s/ Sidney B. DeBoer
	Sidney B. DeBoer
	Chairman of the Board and
	Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 7, 2011:
Signature	Title

/s/ Sidney B. DeBoer	Chairman of the Board and Chief Executive Officer
Sidney B. DeBoer	(Principal Executive Officer)

/s/ Christopher S. Holzshu	Senior Vice President and Chief Financial Officer
Christopher S. Holzshu	(Principal Financial Officer)

/s/ John F. North III	Vice President and Corporate Controller
John F. North III	(Principal Accounting Officer)

/s/ Bryan B. DeBoer	Director, President and Chief Operating Officer
Bryan B. DeBoer

/s/ Thomas Becker	Director
Thomas Becker

/s/ Susan O. Cain	Director
Susan O. Cain

/s/ William J. Young	Director
William J. Young

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Lithia Motors, Inc.:

We have audited the accompanying consolidated balance sheets of Lithia Motors, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lithia Motors, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lithia Motors, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Portland, Oregon

March 7, 2011

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Lithia Motors, Inc.:

We have audited Lithia Motors, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Lithia Motors, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Lithia Motors, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Lithia Motors, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated March 7, 2011 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Portland, Oregon

March 7, 2011

F-2

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)


	December 31,
	2010			2009
Assets
Current Assets:
Cash and cash equivalents	$	9,306		$	12,776
Accounts receivables, net of allowance for doubtful accounts of $190 and $218		75,011			52,097
Inventories, net		415,228			333,628
Deferred income taxes		2,937			—
Assets held for sale		—			11,693
Other current assets		6,062			7,869

Total Current Assets		508,544			418,063
Property and Equipment, net of accumulated depreciation of $93,745 and $83,474		362,433			386,054
Goodwill		6,186			—
Franchise value		45,193			42,428
Deferred income taxes		39,524			40,735
Other non-current assets		9,796			7,820

Total Assets	$	971,676		$	895,100


Liabilities and Stockholders’ Equity
Current Liabilities:
Floorplan notes payable	$	84,775		$	74,501
Floorplan notes payable: non-trade		166,482			141,581
Current maturities of long-term debt		12,081			32,708
Trade payables		23,747			18,782
Accrued liabilities		58,784			47,519
Deferred income taxes		—			1,036
Liabilities related to assets held for sale		—			5,050

Total Current Liabilities		345,869			321,177

Long-term debt, less current maturities		268,693			233,065
Deferred revenue		20,158			17,981
Other long-term liabilities		16,739			15,839

Total Liabilities		651,459			588,062

Stockholders’ Equity:
Preferred stock - no par value; authorized 15,000 shares; none outstanding		—			—
Class A common stock - no par value; authorized 100,000 shares; issued and outstanding 22,523 and 22,036		284,807			280,880
Class B common stock - no par value; authorized 25,000 shares; issued and outstanding 3,762 and 3,762		468			468
Additional paid-in capital		10,972			10,501
Accumulated other comprehensive loss		(4,869	)		(3,850	)
Retained earnings		28,839			19,039

Total Stockholders’ Equity		320,217			307,038

Total Liabilities and Stockholders’ Equity	$	971,676		$	895,100

See accompanying notes to consolidated financial statements.

F-3

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share amounts)


	Year Ended December 31,
	2010			2009			2008
Revenues:
New vehicle	$	1,067,648		$	881,329		$	1,167,532
Used vehicle retail		581,185			477,253			469,603
Used vehicle wholesale		108,113			72,699			96,476
Finance and insurance		67,107			56,397			77,503
Service, body and parts		295,823			291,075			303,596
Fleet and other		11,722			2,614			4,867

Total revenues		2,131,598			1,781,367			2,119,577
Cost of sales:
New vehicle		980,264			806,912			1,075,741
Used vehicle retail		499,182			410,087			416,145
Used vehicle wholesale		107,468			72,288			99,612
Service, body and parts		153,239			152,532			158,801
Fleet and other		10,015			1,283			3,295

Total cost of sales		1,750,168			1,443,102			1,753,594

Gross profit		381,430			338,265			365,983
Goodwill impairment		—			—			299,266
Other asset impairment		15,301			8,272			34,899
Selling, general and administrative		300,612			276,021			315,512
Depreciation and amortization		17,577			18,259			17,059

Operating income (loss)		47,940			35,713			(300,753	)
Floorplan interest expense		(10,597	)		(11,015	)		(20,808	)
Other interest expense		(14,572	)		(14,115	)		(18,075	)
Other income, net		422			1,495			6,626

Income (loss) from continuing operations before income taxes		23,193			12,078			(333,010	)
Income tax (provision) benefit		(9,093	)		(5,162	)		107,878

Income (loss) from continuing operations, net of income tax		14,100			6,916			(225,132	)
Income (loss) from discontinued operations, net of income tax		(381	)		2,235			(27,454	)

Net income (loss)	$	13,719		$	9,151		$	(252,586	)

Basic income (loss) per share from continuing operations	$	0.54		$	0.31		$	(11.15	)
Basic income (loss) per share from discontinued operations		(0.01	)		0.11			(1.36	)

Basic net income (loss) per share	$	0.53		$	0.42		$	(12.51	)

Shares used in basic per share calculations		26,062			22,037			20,195

Diluted income (loss) per share from continuing operations	$	0.53		$	0.31		$	(11.15	)
Diluted income (loss) per share from discontinued operations		(0.01	)		0.10			(1.36	)

Diluted net income (loss) per share	$	0.52		$	0.41		$	(12.51	)

Shares used in diluted per share calculations		26,279			22,176			20,195

See accompanying notes to consolidated financial statements.

F-4

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss)

For the years ended December 31, 2008, 2009 and 2010

(In thousands)


											Additional Paid In Capital		Accumulated Other Compre- hensive Income (Loss)			Retained Earnings			Total Stock- holders’ Equity
	Common Stock
	Class A						Class B
	Shares			Amount			Shares		Amount
Balance at December 31, 2007		15,960		$	229,151			3,762	$	468	$	8,112	$	(1,437	)	$	271,918		$	508,212
Net loss		—			—			—		—		—		—			(252,586	)		(252,586	)
Fair value of interest rate swap agreements, net of tax benefit of $2,662		—			—			—		—		—		(4,373	)		—			(4,373	)

Comprehensive loss																				(256,959	)
Issuance of stock in connection with employee stock plans		739			4,441			—		—		—		—			—			4,441
Issuance of restricted stock to employees and directors		84			—			—		—		—		—			—			—
Shares forfeited by employees		(66	)		—			—		—		—		—			—			—
Repurchase of Class A common stock		—			(2	)		—		—		—		—			—			(2	)
Compensation for stock and stock option issuances and tax benefits from option exercises		—			932			—		—		1,163		—			—			2,095
Dividends paid		—			—			—		—		—		—			(9,444	)		(9,444	)

Balance at December 31, 2008		16,717			234,522			3,762		468		9,275		(5,810	)		9,888			248,343
Net income		—			—			—		—		—		—			9,151			9,151
Fair value of interest rate swap agreements, net of tax expense of $1,177		—			—			—		—		—		1,960			—			1,960

Comprehensive income																				11,111
Issuance of stock in connection with employee stock plans		635			2,426			—		—		—		—			—			2,426
Issuance of restricted stock to employees and directors		110			—			—		—		—		—			—			—
Shares forfeited by employees		(26	)		—			—		—		—		—			—			—
Issuance of Class A common stock		4,600			43,150			—		—		—		—			—			43,150
Repurchase of Class A common stock		—			(1	)		—		—		—		—			—			(1	)
Compensation for stock and stock option issuances and tax benefits from option exercises		—			783			—		—		1,226		—			—			2,009

Balance at December 31, 2009		22,036			280,880			3,762		468		10,501		(3,850	)		19,039			307,038
Net income		—			—			—		—		—		—			13,719			13,719
Fair value of interest rate swap agreements, net of tax benefit of $626		—			—			—		—		—		(1,019	)		—			(1,019	)

Comprehensive income																				12,700
Issuance of stock in connection with employee stock plans		658			4,192			—		—		—		—			—			4,192
Shares forfeited by employees		(9	)		—			—		—		—		—			—			—
Repurchase of Class A common stock		(162	)		(1,626	)		—		—		—		—			—			(1,626	)
Compensation for stock and stock option issuances and tax benefits from option exercises		—			1,361			—		—		471		—			—			1,832
Dividends paid		—			—			—		—		—		—			(3,919	)		(3,919	)

Balance at December 31, 2010		22,523		$	284,807			3,762	$	468	$	10,972	$	(4,869	)	$	28,839		$	320,217

See accompanying notes to consolidated financial statements.

F-5

LITHIA MOTORS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)


	Year Ended December 31,
	2010			2009			2008
Cash flows from operating activities:
Net income (loss)	$	13,719		$	9,151		$	(252,586	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Goodwill impairment		—			—			299,266
Asset impairments		15,301			8,272			34,899
Depreciation and amortization		17,577			18,259			17,059
Depreciation and amortization within discontinued operations		9			562			3,659
Amortization of debt discount		—			48			197
Stock-based compensation		2,419			2,054			1,725
Gain on early extinguishment of debt		—			(1,317	)		(5,248	)
Gain on disposal of other assets		(100	)		(476	)		(4,114	)
(Gain) loss from disposal activities within discontinued operations		294			(10,210	)		32,372
Deferred income taxes		(2,131	)		5,627			(105,033	)
Excess tax deficit (benefit) from share-based payment arrangements		(264	)		45			(368	)
(Increase) decrease, net of effect of acquisitions:
Trade receivables, net		(22,881	)		17,780			39,771
Inventories		(68,305	)		120,785			81,208
Other current assets		(1,633	)		15,992			(11,189	)
Other non-current assets		(2,029	)		(4,347	)		(3,453	)
Increase (decrease), net of effect of acquisitions:
Floorplan notes payable		10,550			(179,893	)		(15,945	)
Trade payables		4,960			(2,789	)		(18,915	)
Accrued liabilities		10,029			(4,318	)		(12,654	)
Other long-term liabilities and deferred revenue		1,155			14,714			5,457

Net cash provided by (used in) operating activities		(21,330	)		9,939			86,108

Cash flows from investing activities:
Principal payments received on notes receivable		85			—			—
Capital expenditures		(7,589	)		(21,131	)		(57,423	)
Proceeds from sales of assets		10,288			14,524			18,229
Cash paid for acquisitions, net of cash acquired		(23,691	)		—			(605	)
Proceeds from sales of stores		941			27,697			44,085

Net cash provided by (used in) investing activities		(19,966	)		21,090			4,286

Cash flows from financing activities:
Borrowings (repayments) on floorplan notes payable: non-trade		24,090			31,417			(16,803	)
Borrowings on lines of credit		40,000			48,000			402,000
Repayments on lines of credit		(24,000	)		(110,000	)		(500,000	)
Principal payments on long-term debt, scheduled		(8,248	)		(13,260	)		(2,337	)
Principal payments on long-term debt and capital leases, other		(40,146	)		(78,652	)		(62,597	)
Proceeds from issuance of long-term debt		47,219			47,838			83,189
Proceeds from issuance of common stock		4,192			45,576			4,441
Repurchase of common stock		(1,626	)		(1	)		(2	)
Excess tax (deficit) benefit from share-based payment arrangements		264			(45	)		368
Dividends paid		(3,919	)		—			(9,444	)

Net cash provided by (used in) financing activities		37,826			(29,127	)		(101,185	)

Increase (decrease) in cash and cash equivalents		(3,470	)		1,902			(10,791	)

Cash and cash equivalents at beginning of year		12,776			10,874			21,665

Cash and cash equivalents at end of year	$	9,306		$	12,776		$	10,874


Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	25,357		$	29,741		$	50,498
Cash paid (refunded) during the period for income taxes, net		8,000			(14,996	)		(4,199	)

Supplemental schedule of non-cash investing and financing activities:
Debt issued in connection with acquisitions	$	63		$	—		$	—
Floorplan debt acquired in connection with acquisitions		1,856			—			566
Acquisition of assets with capital leases		77			6			3,198
Floorplan debt paid in connection with store disposals		2,134			26,597			23,565
Common stock received for the exercise price of stock options		—			—			2

See accompanying notes to consolidated financial statements.

F-6

LITHIA MOTORS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)

Summary of Significant Accounting Policies

Organization and Business

We are a leading operator of automotive franchises and a retailer of new and used vehicles and services. As of December 31, 2010, we offered 25 brands of new vehicles and all brands of used vehicles in 84 stores in the United States and online at Lithia.com . We sell new and used cars and light trucks, replacement parts, provide vehicle maintenance, warranty, paint and repair services and arrange related financing, service contracts, protection products and credit insurance.

Our dealerships are primarily located in small and mid-size regional markets throughout the Western and Midwestern regions of the United States. The majority of our franchises are in “single-point” locations, enabling brand exclusivity with no other dealership with the same franchise in the market.

Basis of Presentation

The accompanying consolidated financial statements reflect the results of operations, the financial position and the cash flows for Lithia Motors, Inc. and its directly and indirectly wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The results of operations of stores classified as discontinued operations have been presented on a comparable basis for all periods presented in the accompanying consolidated statements of operations. See also Note 16.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency and comparability between periods presented.

Revenues and cost of sales associated with used vehicles, previously disclosed on a combined basis, have been reclassified and are disclosed separately as used vehicle retail and used vehicle wholesale in the accompanying consolidated statements of operations for all periods presented. These reclassifications had no impact on previously reported net income.

Contracts in transit, previously disclosed separately, has been reclassified and is included as a component of accounts receivables in the accompanying consolidated balance sheet for all periods presented. Land and buildings, and equipment and other, previously disclosed separately, have been disclosed on a combined basis as property and equipment in the accompanying consolidated balance sheets for all periods presented.

Vehicles leased to others, previously disclosed on a combined basis, has been reclassified and allocated to (i) inventory for vehicles that are available for immediate sale under present conditions and; (ii) other current assets for vehicles leased to customers and employees, in the accompanying consolidated balance sheets for all periods presented. In addition, the associated financing on loaner vehicles has been reclassified from current maturities of long-term debt to floorplan notes payable in the accompanying consolidated balance sheets for all periods presented.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on hand and cash in bank accounts without restrictions.

Accounts Receivables

Accounts receivables include amounts due from the following:

•

from various lenders for the financing of vehicles sold,

•

from customers for vehicles sold and service and parts sales,

•

from manufacturers for factory rebates, dealer incentives and warranty reimbursement, and

•

from insurance companies, finance companies, and other miscellaneous receivables.

F-7

Receivables are recorded at invoice and do not bear interest until such time as they are 60 days past due. The allowance for doubtful accounts is estimated based on our historical write-off experience and is reviewed on a monthly basis. Account balances are charged off against the allowance after all appropriate means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance sheet credit exposure related to our customers. See Note 2.

Inventories

Inventories are valued at the lower of market value or cost, using a pooled approach for vehicles and the specific identification method for parts. The cost of new and used vehicle inventories includes the cost of any equipment added, reconditioning and transportation.

Manufacturers reimburse us for holdbacks, floorplan interest and advertising credits, which are reflected as a reduction in the carrying value of each vehicle purchased by us. We recognize advertising credits, floorplan interest credits, holdbacks, cash incentives and other rebates received from manufacturers that are tied to specific vehicles as a reduction to cost of sales as the related vehicles are sold.

Parts purchase discounts that we receive from the manufacturer are reflected as a reduction in the carrying value of the parts purchased from the manufacturer and are recognized as a reduction to cost of goods sold as the related inventory is sold. See Note 3.

Property and Equipment

Property and equipment are stated at cost and are depreciated over their estimated useful lives, on the straight-line basis. Leasehold improvements made at the inception of the lease or during the term of the lease are amortized on a straight-line basis over the shorter of the life of the improvement or the remaining term of the lease.

The range of estimated useful lives is as follows:


Buildings and improvements		5 to 40 years
Service equipment		5 to 15 years
Furniture, signs and fixtures		5 to 10 years

The cost for maintenance, repairs and minor renewals is expensed as incurred, while significant remodels and betterments are capitalized. In addition, interest on borrowings for major capital projects, significant remodels and betterments are capitalized. Capitalized interest becomes a part of the cost of the depreciable asset and is depreciated according to the estimated useful lives as previously stated. We recorded no capitalized interest in 2010. For the years ended December 31, 2009 and 2008, we recorded capitalized interest of $0.9 million and $1.7 million, respectively.

When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to income from continuing operations.

Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on a straight-line basis over the term of the lease, unless the lease transfers title or it contains a bargain purchase option, in which case, it is amortized over the asset’s useful life, and is included in depreciation expense.

Long-lived assets held and used by us are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. We consider several factors when evaluating whether there are indications of potential impairment related to our long-lived assets, including store profitability, overall macroeconomic factors and impact of our strategic management decisions. If recoverability testing is performed, we evaluate assets to be held and used by comparing the carrying amount of an asset to future net undiscounted cash flows associated with the asset, including its disposition. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. See Note 4.

F-8

Goodwill

Goodwill represents the excess purchase price over the fair value of net assets acquired which is not allocable to separately identifiable intangible assets. Other identifiable intangible assets, such as franchise value, are separately recognized if the intangible asset is obtained through contractual or other legal right or if the intangible asset can be sold, transferred, licensed or exchanged.

Goodwill is not amortized but tested for impairment at least annually, and more frequently if events or circumstances indicate its carrying value may exceed fair value. We have determined that we operate as one reporting unit for the goodwill impairment test.

We review our goodwill on October 1 of each year by applying a fair-value based test using the Adjusted Present Value method (“APV”) to indicate the fair value of our reporting unit. Under the APV method, future cash flows are based on recently prepared operating forecasts and business plans to estimate the future economic benefits that the reporting unit will generate. Operating forecasts and cash flows include, among other things, revenue growth rates that are based on management’s forecasted sales projections and on U.S. Department of Labor, Bureau of Labor Statistics for historical consumer price index data. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent representing the indicated fair value of our reporting unit. The discount rate applied to the future cash flows factors in a subject-Company risk premium, an equity risk premium, small stock risk premium, a beta and a risk-free rate. We compare the indicated fair value of our reporting unit to our market capitalization, including consideration of a control premium. The control premium represents the estimated amount an investor would pay to obtain a controlling interest. We believe this reconciliation is consistent with a market participant perspective.

The impairment test of goodwill is a two step process. The first step identifies potential impairments by comparing the calculated fair value of a reporting unit with its book value. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step includes determining the implied fair value through further market research. The implied fair value of goodwill is then compared with the carrying amount of goodwill to determine if an impairment loss is necessary. See Note 5.

Franchise Value

We enter into agreements (“Franchise Agreements”) with the manufacturers. Franchise value represents a right received under Franchise Agreements with manufacturers and is identified on an individual store basis.

We evaluated the useful lives of our Franchise Agreements based on the following factors:

•

certain of our Franchise Agreements continue indefinitely by their terms;

•

certain of our Franchise Agreements have limited terms, but are routinely renewed without substantial cost to us;

•

other than franchise terminations related to the unprecedented reorganizations of Chrysler and General Motors, and allowed by bankruptcy law, we are not aware of manufacturers terminating Franchise Agreements against the wishes of the franchise owners under the ordinary course of business. A manufacturer may pressure a franchise owner to sell a franchise when they are in breach of the franchise agreement over an extended period of time;

•

state dealership franchise laws typically limit the rights of the manufacturer to terminate or not renew a franchise;

•

we are not aware of any legislation or other factors that would materially change the retail automotive franchise system; and

•

as evidenced by our acquisition and disposition history, there is an active market for most automotive dealership franchises within the United States. We attribute value to the Franchise Agreements acquired with the dealerships we purchase based on the understanding and industry practice that the Franchise Agreements will be renewed indefinitely by the manufacturer.

F-9

Accordingly, we have determined that our Franchise Agreements will continue to contribute to our cash flows indefinitely and, therefore, have indefinite lives.

As an indefinite lived intangible asset, franchise value is tested for impairment at least annually, and more frequently if events or circumstances indicate the carrying value may exceed fair value. The impairment test for indefinite lived intangible assets requires the comparison of estimated fair value to carrying value, and an impairment charge is recorded to the extent the fair value is less than the carrying value. We have determined the appropriate unit of accounting for testing franchise value for impairment is on an individual store basis.

We perform our impairment tests on October 1 of each year using an APV method to estimate the fair value of our franchises by calculating the present value of future cash flows associated with each franchise. We have determined that only certain cash flows of the store are directly attributable to franchise rights. Future cash flows are based on recently prepared operating forecasts and business plans to estimate the future economic benefits that the store will generate. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections and on the U.S. Department of Labor, Bureau of Labor Statistics for historical consumer price index data. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows factors in an equity risk premium, small stock risk premium, a beta and a risk-free rate. In addition, the discount rate used is further refined for a franchise-specific risk adjustment. This adjustment considers the desirability of each franchise based on qualitative factors such as brand recognition, strength of product lineup and financial condition, and exclusivity of dealer network. See Note 5.

Advertising

We expense production and other costs of advertising as incurred as a component of selling, general and administrative expense. Additionally, advertising credits that are not tied to specific vehicles are earned from the manufacturer when we submit for reimbursement of qualifying advertising expenditures and are recognized as a reduction of advertising expense upon manufacturer confirmation that our submitted expenditures qualify for such credits.

Advertising expense, net of manufacturer cooperative advertising credits, was $27.1 million, $18.4 million and $17.6 million for the years ended December 31, 2010, 2009 and 2008, respectively. Manufacturer cooperative advertising credits were $2.7 million in 2010, $3.8 million in 2009 and $4.3 million in 2008.

Income and Other Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized.

When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, we adjust our financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties are recorded as tax expense in the period incurred. See Note 14.

We account for all taxes assessed by a governmental authority that are directly imposed on a revenue-producing transaction (i.e., sales, use, value-added) on a net (excluded from revenues) basis.

F-10

Concentrations of Risk and Uncertainties

We purchase substantially all of our new vehicles and inventory from various manufacturers at the prevailing prices charged by auto makers to all franchised dealers. Our overall sales could be impacted by the auto manufacturers’ inability or unwillingness to supply the dealership with an adequate supply of popular models.

We enter into Franchise Agreements with the manufacturers. The Franchise Agreements generally limit the location of the dealership and provide the auto manufacturer approval rights over changes in dealership management and ownership. The auto manufacturers are also entitled to terminate the Franchise Agreements if the dealership is in material breach of the terms. Our ability to expand operations depends, in part, on obtaining consents of the manufacturers for the acquisition of additional dealerships. See also “Goodwill” and “Franchise Value” above.

We are subject to a concentration of risk in the event of financial distress, including potential reorganization or bankruptcy, of a major vehicle manufacturer. We purchase substantially all of our new vehicles from various manufacturers or distributors at the prevailing prices available to all franchised dealers. Our sales volume could be materially adversely impacted by the manufacturers’ or distributors’, inability to supply the stores with an adequate supply of vehicles. Our Chrysler, General Motors (“GM”) and Ford (collectively, the “Domestic Manufacturers”) stores represented approximately 30%, 17% and 6% of our new vehicle sales for 2010, respectively, and approximately 30%, 18% and 5% for 2009, respectively.

We currently have relationships with a number of manufacturers, their affiliated finance companies or other finance companies, including Ally Bank (formerly GMAC LLC), Mercedes-Benz Financial Services USA, LLC, Toyota Financial Services (“TFS”), Ford Motor Credit Company, VW Credit, Inc., American Honda Finance Corporation, Nissan Motor Acceptance Corporation and BMW Financial Services NA, LLC. These companies provide new vehicle floorplan financing for their respective brands. Ally Bank serves as the primary lender for all other brands. At December 31, 2010, Ally Bank was the floorplan provider on approximately 65% of our total amount outstanding. Certain of these companies have incurred significant losses and are operating under financial constraints. Other companies may incur losses in the future or undergo funding limitations. As a result, credit that has typically been extended to us by these companies may be modified with terms unacceptable to us or revoked entirely. If these events were to occur, we may not be able to pay our floorplan debts or borrow sufficient funds to refinance the vehicles. Even if new financing were available, it may not be on terms acceptable to us.

As evidenced by the bankruptcy proceedings of both Chrysler and GM in the second quarter of 2009, state dealer laws do not afford continued protection from manufacturer terminations or non-renewal of franchise agreement under federal bankruptcy laws. While we do not believe additional bankruptcy filings are probably, no assurances can be given that a manufacturer will not seek protection under bankruptcy laws, nor that, in this event, they will not seek to terminate franchise rights held by us.

We receive incentives and rebates from our manufacturers, including cash allowances, financing programs, discounts, holdbacks and other incentives. These incentives are recorded as receivables on our consolidated balance sheet until payment is received. Our financial condition could be materially adversely impacted by the manufacturers’ or distributors’ inability to continue to offer these incentives and rebates at substantially similar terms, or to pay our outstanding receivables. Total receivables from Domestic Manufacturers were $8.4 million and $7.2 million as of December 31, 2010 and 2009, respectively.

The announcement by Toyota in February 2010, of not only its recall of approximately 8.5 million vehicles for possible accelerator pedal sticking issues, but to cease selling eight models of vehicles until potentially defective parts have been replaced, reduced sales at our Toyota stores and adversely affected the manufacturer’s reputation for quality. Toyota has continued to announce recalls related to accelerator issues, including another approximately 2.0 million vehicles in February 2011. The long-term affects these recalls and safety issues will have on the Toyota brands is uncertain. We depend on our manufacturers to deliver high-quality, defect-free vehicles. In the event that manufacturers experience quality issues, our financial performance may be adversely impacted.

F-11

In the fourth quarter of 2009, we experienced shortages in inventory related to Chrysler products, particularly related to higher demand vehicles such as Ram pickup trucks and Jeep Wranglers. Also, at that time, Chrysler reduced the amount of consumer incentives and marketing related to its products. These factors led to lower sales and decreased market share in the fourth quarter of 2009, and negatively impacted our results. It is uncertain whether product shortages could occur in the future. Events that affect a manufacturer’s ability to timely deliver new vehicles may adversely impact our financial performance.

Financial Instruments, Fair Value and Market Risks

The carrying amounts of cash equivalents, accounts receivables, trade payables, accrued liabilities and short-term borrowings approximate fair value because of the short-term nature and current market rates of these instruments.

Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 13.

We have variable rate floorplan notes payable, mortgages and other credit line borrowings that subject us to market risk exposure. At December 31, 2010, we had $413.6 million outstanding under such facilities, at interest rates ranging from 1.8% to 4.9% per annum; $251.3 million of which was outstanding under our floorplan facilities. An increase or decrease in the interest rates would affect interest expense for the period accordingly.

The fair value of long-term, fixed interest rate debt is subject to interest rate risk. Generally, the fair value of fixed interest rate debt will increase as interest rates fall because we could refinance for a lower rate. Conversely, the fair value of fixed interest rate debt will decrease as interest rates rise. The interest rate changes affect the fair value, but do not impact earnings or cash flows. We monitor our fixed interest rate debt regularly, refinancing debt that is materially above market rates if permitted. See Note 13.

We are also subject to credit risk and market risk by entering into interest rate swaps. See below and Note 12. We are generally exposed to credit or repayment risk based on our relationship with the counterparty to the transaction. We minimize the credit or repayment risk on our derivative instruments by entering into transactions with institutions whose credit rating is Aa or higher.

Derivative Financial Instruments

We enter into interest rate swap agreements to reduce our exposure to market risks from changing interest rates on our new vehicle floorplan lines of credit. All derivative instruments are recorded on the consolidated balance sheet as an asset or liability at fair value. The related gains and losses on these instruments are deferred as a component of stockholders’ equity, provided specific hedge accounting criteria are met. Recognition of the deferred gains and losses occur in the period the related item hedged is recognized as a component of floorplan interest expense. To the extent the derivative contract is determined to be ineffective, the ineffective portion is immediately recognized in earnings. See Note 12.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Changes in such estimates may affect amounts reported in future periods.

F-12

Estimates are used in the calculation of certain reserves maintained for charge-backs on estimated cancellations of service contracts; life, accident and disability insurance policies; and finance fees from customer financing contracts. We also use estimates in the calculation of various expenses, accruals and reserves, including anticipated workers compensation premium expenses related to a retrospective cost policy, anticipated losses related to self-insurance components of our property and casualty and medical insurance, self-insured lifetime lube, oil and filter service contracts, discretionary employee bonuses, warranty and stock-based compensation. We also make certain estimates regarding the assessment of the recoverability of long-lived assets, indefinite lived intangible assets and deferred tax assets.

Revenue Recognition

Revenue from the sale of a vehicle is recognized when a contract is signed by the customer, financing has been arranged or collectability is reasonably assured, and the delivery of the vehicle to the customer is made. We do not allow the return of new or used vehicles, except where mandated by state law.

Revenue from parts and service is recognized upon delivery of the parts or service to the customer. We allow for customer returns on sales of our parts inventory up to 30 days after the sale. Most parts returns generally occur within one to two weeks from the time of sale, and are not significant.

Finance fees earned for notes placed with financial institutions in connection with customer vehicle financing are recognized, net of estimated charge-backs, as finance and insurance revenue upon acceptance of the credit by the financial institution.

Insurance income from third party insurance companies for commissions earned on credit life, accident and disability insurance policies sold in connection with the sale of a vehicle are recognized, net of anticipated cancellations, as finance and insurance revenue upon execution of the insurance contract.

Commissions from third party service contracts are recognized, net of anticipated cancellations, as finance and insurance revenue upon sale of the contracts. We also participate in future underwriting profit, pursuant to retrospective commission arrangements, which is recognized in income as earned.

Revenue related to self-insured lifetime lube, oil and filter service contracts is deferred and recognized based on expected future claims for service. The expected future claims experience is evaluated periodically to ensure it remains appropriate given actual claims history.

Asset Impairments

We perform periodic impairment tests for goodwill and franchise value and recoverability tests for long-lived assets.

As a result of these tests, we recorded asset impairments totaling $15.3 million, $8.3 million and $334.2 million, respectively, in 2010, 2009 and 2008, as detailed below. Operational results for certain locations have been retrospectively reclassified from discontinued operations to continuing operations for 2009 and 2008 in the consolidated statements of operations, including prior period impairments.

Asset impairments recorded in the consolidated statements of operations consist of the following (in thousands):


December 31,	2010		2009			2008
Goodwill	$	—	$	—		$	299,266

Other:
Intangible assets	$	—	$	250		$	16,028
Long-lived assets		15,301		10,350			13,876
Other assets		—		(2,328	)		4,995

Total asset impairments	$	15,301	$	8,272		$	34,899

F-13

In addition, we recorded impairment charges on certain cancelled construction projects of $4.5 million in 2008 as a component of selling, general and administrative expense.

See Notes 4, 5 and 16.

Stock-Based Compensation

Compensation costs associated with equity instruments exchanged for employee and director services are measured at the grant date, based on the fair value of the award, and recognized as an expense over the individual’s requisite service period (generally the vesting period of the equity award). See Note 11.

Legal Costs

We are a party to numerous legal proceedings arising in the normal course of business. We accrue for certain legal costs, including attorney fees, and potential settlement claims related to various legal proceedings that are estimable and probable.

Contract Origination Costs

Contract origination commissions paid to our employees directly related to the sale of our self-insured lifetime lube, oil and filter service contracts are deferred and charged to expense in proportion to the associated revenue to be recognized.

Segment Reporting

We define an operating segment as a component of an enterprise that meets the following criteria:

•

engages in business activities from which it may earn revenues and incur expenses;

•

operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

•

discrete financial information is available.

We define the term ‘chief operating decision maker’ to be our executive management group. Currently, all operations are reviewed on a consolidated basis for budget and business plan performance by our executive management group. Additionally, operational performance at the end of each reporting period is viewed in the aggregate by our executive management group. Any decisions related to changes in personnel, dispatching corporate employees to assist in operational improvement or training, or to allocate other company resources are made based on the combined results.

Based on the aforementioned criteria, we operate in a single operating and reporting segment, automotive retailing. We sell new and used vehicles, vehicle maintenance and repair services, vehicle parts and financing and insurance products.

Warranty

We offer a 60-day, 3,000 mile limited warranty on the sale of most retail used vehicles. We also offer a 3-year, 50,000 mile warranty on parts used in our service repair work and a 2-year warranty on tire purchases. The cost that may be incurred for these warranties is estimated at the time the related revenue is recorded. A reserve for these warranty liabilities is estimated based on current sales levels, warranty experience rates and estimated costs per claim. As of December 31, 2010 and 2009, the accrued warranty balance was $0.1 million and $0.1 million, respectively.

F-14

(2)

Accounts Receivables

Accounts receivables consisted of the following (in thousands):


December 31,	2010			2009
Contracts in transit	$	34,365		$	21,940
Trade receivables		13,166			10,995
Vehicle receivables		13,439			8,331
Manufacturer receivables		14,231			11,049

		75,201			52,315
Less: Allowance		(190	)		(218	)

Total accounts receivables, net	$	75,011		$	52,097

Contracts in transit are receivables from various lenders for the financing of vehicles that we have arranged on behalf of the customer and are typically received within five days of selling a vehicle. Trade receivables are comprised of amounts due from customers, lenders for the commissions earned on financing and third parties for commissions earned on service contracts and insurance products. Vehicle receivables represent receivables for the portion of the vehicle sales price paid directly by the customer. Manufacturer receivables include amounts due from manufacturers including holdbacks, rebates, incentives and warranty claims.

(3)

Inventories and Related Floorplan Notes Payable

The new and used vehicle inventory, collateralizing related floorplan notes payable, and other inventory were as follows (in thousands):


December 31,	2010				2009
	Inventory		Floorplan Notes		Inventory		Floorplan Notes
	Cost		Payable		Cost		Payable
New and program vehicles	$	312,219	$	251,257	$	243,716	$	216,082
Used vehicles		80,851				70,819
Parts and accessories		22,158				19,093

	$	415,228			$	333,628

In addition to the amounts discussed above, we had $8.1 million of inventory included as a component of assets held for sale and $2.9 million of floorplan notes payable included as liabilities related to assets held for sale at December 31, 2009. See Note 16.

The new vehicle inventory cost is generally reduced by manufacturer holdbacks and incentives, while the related floorplan notes payable are reflective of the gross cost of the vehicle. The floorplan notes payable, as shown in the above table, generally are higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability; however, in 2010 and 2009, floorplan notes payable is lower than inventory cost as we have paid down floorplan notes with excess cash.

As of December 31, 2010 and 2009, the carrying value of inventory had been reduced by $2.9 million and $3.0 million, respectively, for assistance received from manufacturers as discussed in Note 1.

We maintain deposit relationships with certain floorplan providers. As of December 31, 2010 and 2009, $7.7 million and $6.9 million, respectively, was recorded as a reduction to floorplan notes payable related to these amounts, reflecting the legal right of offset held by the floorplan provider.

We evaluate our vehicles at the lower of market value or cost under the pooled approach. In 2008, due to a shift in consumer demand, we determined certain used vehicle aging categories were in unbalanced quantities. Based on this determination, we recorded a used vehicle impairment of $0.5 million at December 31, 2008. We did not record any impairment charges on used vehicle inventories in 2010 or 2009. If the book value of our used vehicles is more than fair value, we could experience losses on our used vehicles in future periods.

F-15

All new vehicles are pledged to collateralize floorplan notes payable. The floorplan notes payable bear interest, payable monthly on the outstanding balance, at a rate of interest that varies by provider. The new vehicle floorplan notes are payable on demand and are typically paid upon the sale of the related vehicle. As such, these floorplan notes payable are shown as current liabilities in the accompanying consolidated balance sheets. Vehicles financed by lenders not directly associated with the manufacturer are classified as floorplan notes payable: non-trade and are included as a financing activity in our consolidated statements of cash flows. Vehicles financed by lenders directly associated with the manufacturer are classified as floorplan notes payable and are included as an operating activity in our consolidated statements of cash flows.

The weighted average interest rate on our floorplan facilities was 3.1% at December 31, 2010.

(4)

Property and Equipment

Property and equipment consisted of the following (in thousands):


December 31,	2010			2009
Land	$	117,083		$	120,003
Building and improvements		225,331			229,728
Service equipment		36,905			36,922
Furniture, signs and fixtures		73,925			80,476

		453,244			467,129
Less accumulated depreciation		(93,745	)		(83,474	)

		359,499			383,655
Construction in progress		2,934			2,399

	$	362,433		$	386,054

2010 Long-lived Asset Impairment Charges

Our portfolio of land, building and improvements includes properties held for future development, comprised of undeveloped land and vacant facilities. The undeveloped land was purchased in connection with our planned development of stand-alone used vehicle stores or to relocate existing new vehicle stores in certain markets. In 2008, our plans to develop the land were placed on hold until economic conditions improved. The vacant facilities are a result of the bankruptcy reorganization of Chrysler and GM, which terminated certain stores we operated, or through our election to close certain underperforming locations. We believe many of these locations are best utilized for retail automotive purposes reflective of our intended use and construction specifications.

In the fourth quarter of 2009, we completed an equity offering. One of the intended uses of the proceeds was, and remains, to fund potential acquisitions. Following the equity offering, we considered various strategies to convert our properties held for future development into operational assets. We ultimately concluded the best alternative was to seek new vehicle franchises that could be acquired and located in our properties. We began an exhaustive search to identify and ultimately acquire franchises in these markets.

By the end of the second quarter of 2010, we evaluated the results of our comprehensive search and we determined that we would be unable to acquire franchises at reasonable prices to mitigate the continued holding costs of the facilities. We also determined that development opportunities for our undeveloped land would not be realizable within a short to medium-term time period. In addition, through the first half of 2010, we experienced various macroeconomic and industry specific factors which influenced our decision to modify our disposition strategy.

At the end of 2009, the projected rate of annualized new vehicle sales in the United States was forecasted to recover from the extremely low levels experienced in 2009 to a more robust level in 2010, with some analysts projecting as many as 13 million new vehicles sold in the year. However, by the

F-16

middle of 2010, the annualized new vehicle sales levels were revised down to approximately an 11.5 million unit range, and projections available at that time for the year 2011 and beyond were more uncertain with respect to the pace at which a return to the higher sales levels experienced through 2007 would occur.

The closure of a number of automotive retail locations, due both to the economic downturn and as a result of the termination of franchises by major domestic manufacturers in connection with their bankruptcy proceedings, created an oversupply of vacant dealership properties across the United States. At current sales levels, the existing automotive dealership network retains a significant idle capacity, which reduces the need for additional retail space provided by vacant dealership sites or by developing new sites. In 2010, it became apparent that this oversupply of dealer capacity may take a significantly longer period to be absorbed than previously thought.

Additionally, much of the improvement in demand for properties held for future development is tied to a broader economic recovery. Retailers and other commercial users who are willing and able to make the often significant capital investment these properties require must feel more optimistic about the outlook for the future. While the economy has improved from the unprecedented depressed levels experienced in 2009, the longer-term outlook remains cautious. Anemic growth of economic activity out of the recession, a reduction in outlook for GDP growth by economists, persistently high unemployment rates, and the European credit crisis are impacting consumer confidence and delaying the expected rebound of the U.S. economy.

Also, the relative financial condition of regional banks, many of which carry significant quantities of non-performing assets or other owned real estate, remains tenuous. As a result, their inability or unwillingness to finance the purchase of commercial properties for potential buyers significantly reduces the demand and opportunities for us to sell our holdings at reasonable prices. Overall, availability of credit for prospective buyers remains tight compared to historical levels, reducing the potential pool of buyers to only the most creditworthy market participants.

In the markets where our undeveloped or vacant properties are located, we have experienced a large supply of vacant dealership sites, commercial real estate in general and available land for commercial and retail development, which allows prospective buyers a number of choices and increases price pressure. In evaluating broader commercial real estate trends, the supply of commercial real estate failed to decrease in the first half of the year and continues to significantly outstrip current demand. Sales activity remains limited given diverging price expectations by buyers and sellers. When sales do occur, the realized prices are often lower than in prior periods, reflecting the financially distressed nature of the seller and/or the leveraged negotiating position of the buyer.

As a result of these various considerations, we changed our strategy in the second quarter of 2010 regarding our real estate held for development. Previously, we contemplated disposition in the normal course of business under a highest and best use scenario allowing for a “market reasonable” marketing period. In the second quarter of 2010, we adopted a strategy focused on a more immediate disposition to potential buyers meeting broader needs and characteristics, including a different commercial retail use, allowing for the redeployment of the invested capital to higher-growth potential opportunities within our business.

In the second quarter of 2010, we experienced an increase in sales interest by prospective buyers; although offers were made at prices significantly lower than we anticipated. In certain cases, these offers were made at amounts that we consider to be significantly lower than the value of these properties from a long-term income approach at their highest and best use. Also in some cases, the offers represented amounts less than current replacement cost. However, given the prospect of accepting these offers and effecting a quick sale, or alternatively continuing the capital investment in these non-operational properties for a longer period until we or other market participants can find a suitable operational use for these properties, we decided to accept certain offers and redeploy the capital elsewhere.

F-17

As a result of the above factors, we believed events and circumstances indicated the carrying amount of our non-operational real estate assets may no longer be recoverable at June 30, 2010, triggering an interim impairment test on the totality of our portfolio of such assets. In connection with the impairment test, we recorded an impairment of $13.3 million in the second quarter of 2010.

During the first quarter of 2010, reflecting changes in specific facts and circumstances on three properties held for future development, we tested certain long-lived assets for recoverability. As a result of the testing, we recorded an impairment of $1.5 million as a component of income from continuing operations mainly related to a property for which a preliminary agreement to sell was entered into in March 2010.

In addition, through the fourth quarter of 2010, we continued to negotiate on the sale of several additional non-operating properties. As a result of these negotiations, and additional market data, we recorded impairment charges of $0.5 million.

For the year ended December 31, 2010, we recorded a total impairment of $15.3 million associated with the aforementioned properties.

We continue to focus on mitigating our exposure to vacant dealerships and undeveloped land, and have made progress towards the disposal of these non-operating assets. Throughout 2010, we closed on the sale of three non-operating properties at or above the then current carrying value. A number of locations are currently under contract, or advanced negotiations, to be sold. We place the highest priority on disposing of vacant dealerships, due to their significantly higher carrying costs and more restrictive commercial use. As additional market information becomes available and negotiations with prospective buyers continue, estimated fair market values of our properties may change. These changes may result in recognition of additional impairment charges in future periods.

2009 and 2008 Long-Lived Asset Impairment Charges

In 2009, as a result of the reorganization in bankruptcy of both Chrysler and GM, and the decline in commercial real estate values, we tested our long-lived assets for recoverability in the second quarter of 2009. Additional tests were performed in the third and fourth quarters of 2009. Total long-lived asset impairment charges were $10.4 million in 2009.

As a result of the adverse change in the business climate and our reduced earnings and cash flow forecast, we tested certain long-lived assets for recoverability in the second quarter of 2008. This impairment test was performed just prior to performing the first step of the goodwill impairment test. We also performed the test on certain long-lived assets in the fourth quarter of 2008. Based on the results of these tests, we recorded asset impairment charges totaling $13.9 million against our long-lived assets. We also recorded $4.5 million of impairment charges on certain cancelled construction projects as a component of selling, general and administrative, for total long-lived asset impairment charges of $18.4 million in 2008.

(5)

Goodwill and Franchise Value

The following is a roll-forward of goodwill and franchise value (in thousands):


	Goodwill			Franchise Value
Balance as of December, 31, 2007	$	311,527		$	68,841
Transfers to discontinued operations		(12,261	)		(10,895	)
Impairments		(299,266	)		(16,028	)

Balance as of December, 31, 2008		—			41,918
Transfers from discontinued operations		—			760
Impairments		—			(250	)

Balance as of December 31, 2009		—			42,428
Additions through acquisitions		6,186			2,615
Transfers from discontinued operations		—			150

Balance as of December 31, 2010	$	6,186		$	45,193

F-18

During 2010, we concluded that there were no impairments to the carrying value of goodwill. In the second quarter of 2008, based on our decision to dispose of approximately 10% of our stores, an adverse change in the business climate, our reduced earnings and cash flow forecast and a significant continuing decline in our market capitalization, we performed a goodwill impairment test and determined our goodwill was fully impaired. This resulted in the $299.3 million impairment charge in 2008 and no goodwill recorded as of December 31, 2009 and 2008.

We concluded that there were no impairments to the carrying value of franchise value in 2010. In 2009, as a result of the reorganization in bankruptcy of both Chrysler and GM, we evaluated our franchise value for impairment in the second quarter of 2009. Based on our evaluation, we concluded there were no impairments in the carrying value of our intangible assets in the second quarter of 2009. In the third quarter of 2009, we recorded an impairment charge of $0.3 million on the franchise value associated with one of our stores. Additionally, we performed our annual impairment test in the fourth quarter of 2009. Based on this analysis, there was no additional indicated impairment of our indefinite-lived intangible assets.

Based on the same triggering events discussed above for goodwill, we determined that an impairment test for franchise values was required in the second quarter of 2008. We also performed an impairment test in the fourth quarter of 2008. In cases where the estimated fair value of the franchise was less than its carrying value, an impairment charge was recorded. A partial or full impairment of the franchise value, totaling $16.0 million, was recorded in 2008 on 16 franchises, including eight Chrysler, five General Motors, one Ford, one Hyundai and one Mercedes. These charges are recorded as asset impairments in the consolidated statements of operations.

The impairments recorded in 2009 and 2008 are related to impairments associated with certain locations that have been retrospectively reclassified from discontinued operations to continuing operations in the consolidated statements of operations.

(6)

Long-Term Debt

Our long-term debt consists of the following (in thousands):


December 31,	2010			2009
Working capital, acquisition and used vehicle credit facility	$	40,000		$	24,000
Real estate mortgages		234,850			238,821
Other debt		5,924			2,952

Total long-term debt		280,774			265,773
Less current maturities		(12,081	)		(32,708	)

Long-term debt	$	268,693		$	233,065

In addition to the amounts discussed above, we had $2.2 million of mortgages payable included as a component of liabilities related to assets held for sale at December 31, 2009. See Note 16.

Working Capital, Acquisition and Used Vehicle Credit Facility

We have a $75 million Credit Facility with U.S. Bank National Association (the “Credit Facility”), which expires June 30, 2013. The interest rate on the Credit Facility is the 1-month LIBOR plus 2.35% per annum.

In January 2010, we executed the eighth amendment to our Credit Facility, which increased the amount allowable for letters of credit to $2.0 million. In February 2010, we executed the ninth amendment to our Credit Facility, which altered the definition of vehicle equity in the agreement to allow more vehicles to be included in the borrowing base calculation. In June 2010, we executed the tenth amendment to our Credit Facility, which increased our borrowing capacity by $25 million in available credit for a total amount up to $75 million, extended the maturity date to June 30, 2013 and decreased the interest rate on the credit facility to the 1-month LIBOR plus 2.75% per annum from an interest rate of 1-month LIBOR plus 3.25% per annum. Additionally, this amendment increased the amount of total funded debt we may carry

F-19

from $260 million to $310 million. Our financial covenant related to vehicle equity was increased from a minimum of $45 million to a minimum of $65 million. In July 2010, we executed the eleventh amendment to our Credit Facility, which lowered the interest rate on the Credit Facility to the 1-month LIBOR plus 2.35% per annum. In December 2010, we executed the twelfth amendment to our Credit Facility, which increased the amount allowable for letters of credit to $3.0 million.

We had $40.0 million and $24.0 million outstanding on our Credit Facility as of December 31, 2010 and December 31, 2009, respectively, and the interest rate at December 31, 2010 was 2.6%.

Loans are guaranteed by all of our subsidiaries and are secured by new vehicle inventory, used vehicle and parts inventory, equipment other than fixtures, deposit accounts, accounts receivable, investment property and other intangible personal property. Capital stock and other equity interests of our subsidiary stores and certain other subsidiaries are excluded. The lenders’ security interest in new vehicle inventory is subordinated to the interests of floorplan financing lenders, including Ally Bank, Mercedes-Benz Financial Services USA, LLC, TFS, Ford Motor Credit Company, VW Credit, Inc., American Honda Finance Corporation, Nissan Motor Acceptance Corporation and BMW Financial Services NA, LLC. The Credit Facility agreement provides for events of default that include nonpayment, breach of covenants, a change of control and certain cross-defaults with other indebtedness. In the event of a default, the agreement provides that the lenders may declare the entire principal balance immediately due, foreclose on collateral and increase the applicable interest rate to the revolving loan rate plus 3% per annum, among other remedies.

Real Estate Mortgages

Associated with our owned real estate and leaseholds, we have mortgages with interest rates ranging from 2.1% to 7.9% per annum. These mortgages are payable in various installments through October 2029 and are secured by the associated real estate.

Other Debt

Other long-term debt includes various notes, capital leases and obligations assumed as a result of acquisitions and other agreements. The interest rates associated with this debt range from 3.5% to 10.0% per annum and are payable in various installments through October 2018.

Future Principal Payments

The schedule of future principal payments on long-term debt as of December 31, 2010 was as follows (in thousands):


Year Ending December 31,
2011	$	12,081
2012		9,182
2013		90,676
2014		52,582
2015		58,090
Thereafter		58,163

Total principal payments	$	280,774

F-20

2.875% Senior Subordinated Convertible Notes Repurchase

We repurchased or redeemed all of our senior subordinated convertible notes. The following table summarizes our repurchases, all of which were made on the open market:

Purchase

Date

Face
Amount
Purchased

Purchase
Price
per $100

Total
Purchase
Price

Gain on Early
Retirement of
Debt

August 2008

16.0 million

89.0

14.4 million

1.6 million

October 2008

17.4 million

86.5

15.1 million

2.3 million

October 2008

4.6 million

81.0

3.7 million

0.9 million

December 2008

4.5 million

89.0

4.0 million

0.5 million

March 2009

3.2 million

95.8

3.1 million

0.1 million

April 2009

4.0 million

99.2

4.0 million

—

April 2009

16.8 million

99.3

16.7 million

0.1 million

April 2009

0.9 million

99.3

0.9 million

—

April 2009

10.7 million

99.2

10.6 million

0.1 million

May 2009

6.9 million

100.0

6.9 million

—

85.0 million

79.4 million

5.6 million

The gains of $0.3 million and $5.3 million on the retirement of the convertible notes for 2009 and 2008, respectively, were recorded as a component of other income, net on the consolidated statements of operations.

During 2008, we wrote off $0.2 million of debt issuance costs as a component of other interest expense in connection with the early retirement of our convertible notes.

(7)

Commitments and Contingencies

Leases

We lease certain of our facilities under non-cancelable operating and capital leases. These leases expire at various dates through 2066. Certain lease commitments contain fixed payment increases at predetermined intervals over the life of the lease, while other lease commitments are subject to escalation clauses of an amount equal to the increase in the cost of living based on the “Consumer Price Index - U.S. Cities Average - All Items for all Urban Consumers” published by the U.S. Department of Labor, or a substantially equivalent regional index. Lease expense is recognized on a straight-line basis over the life of the lease.

The minimum lease payments under our operating and capital leases after December 31, 2010 are as follows (in thousands):


Year Ending December 31,
2011	$	17,184
2012		15,784
2013		14,597
2014		13,315
2015		12,226
Thereafter		75,664

Total minimum lease payments		148,770
Less: sublease rentals		(20,280	)

	$	128,490

Rental expense, net of sublease income, for all operating leases was $14.7 million, $15.5 million and $17.2 million for the years ended December 31, 2010, 2009 and 2008, respectively. These amounts are included as a component of selling, general and administrative expenses in our consolidated statements of operations.

F-21

In connection with dispositions of dealerships, we occasionally assign or sublet our interests in any real property leases associated with such dealerships to the purchaser. We often retain responsibility for the performance of certain obligations under such leases to the extent that the assignee or sublessee does not perform. Additionally, we may remain subject to the terms of any guarantees and have correlating indemnification rights against the assignee or sublessee in the event of non-performance, as well as certain other defenses. We may also be called upon to perform other obligations under these leases, such as environmental remediation of the premises or repairs upon termination of the lease. We currently have no reason to believe that we will be called upon to perform any such services; however, there can be no assurance that any future performance required by us under these leases will not have a material adverse effect on our financial condition or results of operations.

Certain of our facilities where a lease obligation still exists have been vacated for business reasons. In these instances, we make efforts to find qualified tenants to sublease the facilities and assume financial responsibility. However, due to the specific nature and size of the facilities used in our dealerships, tenants are not always available. Reserves have been accrued to offset our potential future lease obligations. These amounts were not material to our consolidated statements of operations during 2010, 2009 or 2008 and the amount accrued at December 31, 2010 and 2009 was not material.

In the second quarter of 2008, we entered into two sale-leaseback transactions involving dealership facilities. Each transaction called for an initial term of 15 years with eight successive five year renewal options. Rents are subject to increases based on year-over-year CPI changes with a maximum percentage rate cap. As of December 31, 2008, one of these transactions did not qualify for sale recognition due to continuing involvement by us related to certain environmental remediation. As a result, it was accounted for as a financing lease. During 2009, the transaction met the qualifications for sale recognition.

In the third quarter of 2009, we entered into one sale-leaseback transaction involving a dealership facility. This transaction called for an initial term of one year with four successive one year extensions. Rents are subject to increases based on year-over-year CPI changes. This transaction qualified for sale recognition at inception.

Capital Commitments

Capital expenditures were $7.6 million, $21.1 million and $57.4 million for 2010, 2009 and 2008, respectively. The decrease in capital expenditures over the past two years reflected our cash management efforts and our desire to reduce the aggregate level of debt outstanding. In 2011, we anticipate approximately $26.0 million in capital expenditures, mainly related to the improvement of our store facilities, replacement of equipment and construction of a new headquarters building. We believe it is an attractive time to invest in certain internal initiatives that will generate additional manufacturer incentive payments, particularly from our domestic partners. Also, recently enacted tax law changes that accelerate deductions for capital expenditures have accelerated project timelines to ensure completion before the law expires.

Charge-Backs for Various Contracts

We have recorded a reserve of $9.4 million for our estimated contractual obligations related to potential charge-backs for vehicle service contracts, lifetime oil change contracts and other various insurance contracts that are terminated early by the customer. We estimate that the charge-backs will be paid out as follows (in thousands):


Year Ending December 31,
2011	$	5,273
2012		2,597
2013		1,092
2014		328
2015		64
Thereafter		11

Total	$	9,365

F-22

Lifetime Lube, Oil and Filter Contracts

In March 2009, we entered into a transaction related to existing lifetime lube, oil and filter contracts, in which we assumed the obligation to provide future services under the purchased contracts. The assets acquired and liabilities assumed in this transaction consisted of cash of approximately $16.1 million and deferred revenue in the same amount. Costs to perform the future service under the contracts were originally estimated to be approximately $16.1 million. As of December 31, 2010, we had a remaining balance of $7.5 million. We estimate the deferred revenue associated with this assumed obligation will be recognized as follows (in thousands):


Year Ending December 31,
2011	$	2,025
2012		1,551
2013		1,187
2014		884
2015		636
Thereafter		1,218

Total	$	7,501

We periodically evaluate the estimated future costs of these contracts and record a charge if future expected claim and cancellation costs exceed the deferred revenue to be recognized. In 2010, our analysis indicated expected costs had increased as customers retained their cars for longer periods of time than our historical experience indicated. As a result, we recorded a reserve of $1.0 million as a charge to cost of sales in our consolidated statements of operations. In the fourth quarter of 2009, our analysis indicated expected costs had increased due to a change in experience rates. As a result, a $1.4 million reserve was recorded as a charge to cost of sales in 2009.

We also self-insure lifetime lube, oil and filter service contracts sold to our customers and record deferred revenues related to these contracts. At the time of sale, we defer the full sale price and recognize the revenue based on the rate we expect future costs to be incurred. As of December 31, 2010, we had a deferred revenue balance of $13.9 million associated with these contracts and estimate the deferred revenue will be recognized as follows (in thousands):


Year Ending December 31,
2011	$	3,721
2012		2,684
2013		1,889
2014		1,431
2015		1,145
Thereafter		3,056

Total	$	13,926

Regulatory Compliance

We are subject to numerous state and federal regulations common in the automotive sector that cover retail transactions with customers and employment and trade practices. We do not anticipate that compliance with these regulations will have an adverse effect on our business, consolidated results of operations, financial condition or cash flows, although such outcome is possible given the nature of our operations and the legal and regulatory environment affecting our business.

Severance Agreement

In the second quarter of 2010, we entered into an agreement with Jeffrey DeBoer, Senior Vice President and Chief Financial Officer, stipulating a one-time cash payment associated with the acceptance of his resignation no later than October 31, 2010. Under the terms of the agreement, we would also provide out-placement consulting services for a maximum of two years, the option to purchase two vehicles leased from us and a pro-rated portion of his variable compensation. Mr. DeBoer will also provide his services as a consultant for up to two years.

F-23

As a result of this agreement, we recorded a reserve totaling $0.7 million in the second quarter of 2010 as a component of selling, general and administrative expense in our consolidated statements of operations. As of December 31, 2010, we have paid out all of this reserve.

Litigation

Alaska Service and Parts Advisors and Managers Overtime Suit

On March 22, 2006, seven former employees in Alaska brought suit against Lithia (Dunham, et al. v. Lithia Support Services, et al., 3AN-06-6338 Civil, Superior Court for the State of Alaska) seeking overtime wages, additional liquidated damages and attorney’s fees. The complaint was later amended to include a total of 11 named plaintiffs. The court ordered the dispute to arbitration. In February 2008, the arbitrator granted the plaintiffs’ request to establish a class of plaintiffs consisting of all present and former service and parts department employees totaling approximately 150 individuals who were paid on a commission basis. Lithia filed a motion requesting reconsideration of this class certification. The arbitrator granted our motion in part and removed approximately 30 service and parts managers from the case. A class action opt-out notice was mailed to the remaining class members in October 2009. Lithia and the plaintiffs agreed to conduct the arbitration in two parts. The first part of arbitration determined if liability exists for Lithia. This arbitration was conducted from September 27 to 29, 2010. The arbitrator ruled in Lithia’s favor and determined that there were no valid claims. The plaintiff has appealed the decision; however, we believe the likelihood of overturning the decision is remote, as the appeal is to the arbitrator who made the initial ruling. Accordingly, we do not expect the ultimate resolution of this matter to have a material impact on our consolidated financial position or results of operations.

(8)

Stockholders’ Equity

Class A and Class B Common Stock

The shares of Class A common stock are not convertible into any other series or class of our securities. Each share of Class B common stock, however, is freely convertible into one share of Class A common stock at the option of the holder of the Class B common stock. All shares of Class B common stock shall automatically convert to shares of Class A common stock (on a share-for-share basis, subject to the adjustments) on the earliest record date for an annual meeting of our stockholders on which the number of shares of Class B common stock outstanding is less than 1% of the total number of shares of common stock outstanding. Shares of Class B common stock may not be transferred to third parties, except for transfers to certain family members and in other limited circumstances.

Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock are entitled to ten votes for each share held of record. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders.

Sale of Class A Common Stock

F-24

Repurchases of Class A Common Stock

In June 2000, our Board of Directors authorized the repurchase of up to 1,000,000 shares of our Class A common stock. Through December 31, 2010, we have purchased a total of 580,624 shares under the repurchase program, 100,893 of which were purchased during 2010 for an average price of $7.88 per share. We may continue to repurchase shares from time to time in the future as conditions warrant. No shares were repurchased during 2009 or 2008.

Dividends

For the period January 1, 2008 through December 31, 2010, we declared and paid dividends on our Class A and Class B Common Stock as follows:


Quarter declared:	Dividend amount per Class A share		Dividend amount per Class B share		Total amount of dividend (in thousands)
2008
First quarter	$	0.14	$	0.14	$	2,776
Second quarter		0.14		0.14		2,806
Third quarter		0.14		0.14		2,837
Fourth quarter		0.05		0.05		1,025

2009
First quarter	$	—	$	—	$	—
Second quarter		—		—		—
Third quarter		—		—		—
Fourth quarter		—		—		—

2010
First quarter	$	—	$	—	$	—
Second quarter		0.05		0.05		1,300
Third quarter		0.05		0.05		1,307
Fourth quarter		0.05		0.05		1,312

(9)

Net Income Per Share of Class A and Class B Common Stock

We compute net income (loss) per share of Class A and Class B common stock using the two-class method. Under this method, basic net income per share is computed using the weighted average number of common shares outstanding during the period excluding unvested common shares subject to repurchase or cancellation. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and unvested restricted shares subject to repurchase or cancellation. The dilutive effect of outstanding stock options and other grants is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income per share of Class B common stock does not assume the conversion of those shares.

Except with respect to voting rights, the rights of the holders of our Class A and Class B common stock are identical. Our Restated Articles of Incorporation require that the Class A and Class B common stock must share equally in any dividends, liquidation proceeds or other distribution with respect to our common stock and the Articles of Incorporation can only be amended by a vote of the shareholders. Additionally, Oregon law provides that amendments to our Articles of Incorporation, which would have the effect of adversely altering the rights, powers or preferences of a given class of stock, must be approved by the class of stock adversely affected by the proposed amendment. As a result, the undistributed earnings for each year are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, as we assume the conversion of Class B common stock in the computation of the diluted net income per share of Class A common stock, the undistributed earnings are equal to net income for that computation.

F-25

Following is a reconciliation of the income (loss) from continuing operations and weighted average shares used for our basic earnings per share (“EPS”) and diluted EPS for the year ended December 31, 2010, 2009 and 2008 (in thousands, except per share amounts):


Year Ended December 31,	2010						2009				2008
Basic EPS	Class A			Class B			Class A		Class B		Class A			Class B
*Numerator:*
Income (loss) from continuing operations applicable to common stockholders	$	12,065		$	2,035		$	5,735	$	1,181	$	(183,193	)	$	(41,939	)
Distributed income applicable to common stockholders		(3,353	)		(566	)		—		—		(7,685	)		(1,759	)

Basic undistributed income (loss) from continuing operations applicable to common stockholders	$	8,712		$	1,469		$	5,735	$	1,181	$	(190,878	)	$	(43,698	)

*Denominator:*
Weighted average number of shares out-standing used to calculate basic income (loss) per share		22,300			3,762			18,275		3,762		16,433			3,762

Basic income (loss) per share applicable to common stockholders	$	0.54		$	0.54		$	0.31	$	0.31	$	(11.15	)	$	(11.15	)
Basic distributed income per share applicable to common stockholders		(0.15	)		(0.15	)		—		—		(0.47	)		(0.47	)

Basic undistributed income (loss) per share applicable to common stockholders	$	0.39		$	0.39		$	0.31	$	0.31	$	(11.62	)	$	(11.62	)

F-26


Year Ended December 31,	2010					2009					2008
Diluted EPS	Class A		Class B			Class A		Class B			Class A			Class B
*Numerator:*
Distributed income applicable to common stockholders	$	3,353	$	566		$	—	$	—		$	7,685		$	1,759
Reallocation of distributed income as a result of conversion of dilutive stock options		5		(5	)		—		—			—			—
Reallocation of distributed income due to conversion of Class B to Class A common shares outstanding		561		—			—		—			1,759			—

Diluted distributed income applicable to common stockholders	$	3,919	$	561		$	—	$	—		$	9,444		$	1,759

Undistributed income (loss) from continuing operations applicable to common stockholders	$	8,712	$	1,469		$	5,735	$	1,181		$	(190,878	)	$	(43,698	)
Reallocation of undistributed income as a result of conversion of convertible senior subordinated notes		—		—			—		—			—			—
Reallocation of undistributed income as a result of conversion of dilutive stock options		12		(12	)		8		(8	)		—			—
Reallocation of undistributed income (loss) due to conversion of Class B to Class A		1,457		—			1,173		—			(43,698	)		—

Diluted undistributed income (loss) from continuing operations applicable to common stockholders	$	10,181	$	1,457		$	6,916	$	1,173		$	(234,576	)	$	(43,698	)

*Denominator:*
Weighted average number of shares outstanding used to calculate basic income per share		22,300		3,762			18,275		3,762			16,433			3,762
Weighted average number of shares from stock options		217		—			139		—			—			—
Conversion of Class B to Class A common shares outstanding		3,762		—			3,762		—			3,762			—

Weighted average number of shares outstanding used to calculate diluted income per share		26,279		3,762			22,176		3,762			20,195			3,762

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Year Ended December 31,	2010						2009				2008
Diluted EPS	Class A			Class B			Class A		Class B		Class A			Class B
Diluted income (loss) per share available to common stockholders	$	0.53		$	0.53		$	0.31	$	0.31	$	(11.15	)	$	(11.15	)
Diluted distributed income (loss) per share applicable to common stockholders		(0.15	)		(0.15	)		—		—		(0.47	)		(0.47	)

Diluted undistributed income (loss) per share applicable to common stockholders	$	0.38		$	0.38		$	0.31	$	0.31	$	(11.62	)	$	(11.62	)


	2010						2009				2008
	Class A			Class B			Class A		Class B		Class A			Class B
*Antidilutive Securities:*
2 ⁷ / 8 % convertible senior subordinated notes		—			—			321		—		2,037			—
Shares issuable pursuant to stock options not included since they were antidilutive		661			—			1,338		—		1,623			—

(10)

401(k) Profit Sharing Plan

We have a defined contribution 401(k) plan and trust covering substantially all full-time employees. The annual contribution to the plan is at the discretion of our Board of Directors. Contributions of $0.6 million, $0.4 million and $0.2 million were recognized for the years ended December 31, 2010, 2009 and 2008, respectively. Employees may contribute to the plan if they meet certain eligibility requirements.

(11)

Stock Incentive Plans

2003 Stock Incentive Plan

Our 2003 Stock Incentive Plan, as amended, (the “2003 Plan”) allows for the granting of up to a total of 2.8 million nonqualified stock options and shares of restricted stock to our officers, key employees, directors and consultants. We also have grants outstanding and options exercisable pursuant to prior plans. Grants canceled under prior plans do not return to the pool available for grant under the 2003 Plan. All of our plans are administered by the Compensation Committee of the Board of Directors and permit accelerated vesting of outstanding awards upon the occurrence of certain changes in control. Options become exercisable over a period of up to five years from the date of grant with expiration dates up to ten years from the date of grant and at exercise prices of not less than market value, as determined by the Board of Directors. Restricted stock grants vest over a period up to five years from the date of grant. Beginning in 2004, the expiration date of options granted was reduced to six years. At December 31, 2010, 756,730 shares of Class A common stock were available for future grants.

Activity under our stock incentive plans was as follows:


	Shares Subject to Options			Weighted Average Exercise Price
Balance, December 31, 2009		1,864,255		$	13.89
Granted		6,000			7.87
Forfeited		(89,679	)		6.87
Expired		(346,437	)		21.60
Exercised		(248,898	)		7.11

Balance, December 31, 2010		1,185,241		$	13.56


	Non-Vested Stock Grants			Weighted Average Grant Date Fair Value
Balance, December 31, 2009		221,291		$	13.22
Granted		319,998			6.02
Vested		(47,747	)		15.30
Forfeited		(35,013	)		11.38

Balance, December 31, 2010		458,529		$	8.12

F-28

Certain information regarding options outstanding as of December 31, 2010 was as follows:


	Options Outstanding		Options Exercisable
Number		1,185,241		488,382
Weighted average per share exercise price	$	13.56	$	14.44
Aggregate intrinsic value	$	5.4 million	$	1.7 million
Weighted average remaining contractual term		2.6 years		2.1 years

As of December 31, 2010, unrecognized stock-based compensation related to outstanding, but unvested stock option and stock awards was $2.1 million, which will be recognized over the remaining weighted average vesting period of 3.2 years.

2009 Employee Stock Purchase Plan

In May 2009, our shareholders approved the 2009 Employee Stock Purchase Plan (the “2009 ESPP”) and the reservation of 1,500,000 shares of our Class A common stock thereunder. The 2009 ESPP replaced the 1998 Employee Stock Purchase Plan, which was terminated. The 2009 ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and is administered by the Compensation Committee of the Board of Directors.

Eligible employees are entitled to defer up to 10% of their base pay for the purchase of stock, up to $25,000 of fair market value of our Class A common stock annually. The purchase price is equal to 85% of the fair market value at the end of the purchase period. During 2010, a total of 385,597 shares were purchased under the 2009 ESPP at a weighted average price of $6.33 per share, which represented a weighted average discount from the fair market value of $1.11 per share. As of December 31, 2010, 995,978 shares remained available for purchase under the 2009 ESPP.

Stock-Based Compensation

Compensation expense related to our 2009 ESPP is calculated based on the 15% discount from the per share market price on the date of grant. Compensation expense related to non-vested stock is based on the intrinsic value on the date of grant as if the stock is vested.

We estimate the fair value of stock options using the Black-Scholes valuation model. This valuation model takes into account the exercise price of the award, as well as a variety of significant assumptions. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

Compensation expense related to stock options is valued using the Black-Scholes valuation model with following assumptions:


Year Ended December 31,	2010			2009			2008
Risk-free interest rates ⁽¹⁾		2.53	%		2.03% -2.93	%		2.37% -3.27	%
Dividend yield ⁽²⁾		2.54	%		0.0	%		3.21% -7.43	%
Expected term ⁽³⁾		4.2 years			5.9 years			4.6 -5.8 years
Volatility ⁽⁴⁾		81.22	%		87.41	%		42.41% -47.93	%
Discount for post-vesting restrictions		0.0	%		0.0	%		0.0	%

(1)	The risk-free interest rate for each grant is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the stock option.

(2)	The dividend yield is calculated as a ratio of annualized expected dividends per share to the market value of our common stock on the date of grant.

(3)	The expected term is calculated based on the observed and expected time to post-vesting exercise behavior of identifiable employee groups.

(4)	The expected volatility is estimated based on a weighted average of historical volatility of our common stock.

F-29

We amortize stock-based compensation on a straight-line basis over the vesting period of the individual award with estimated forfeitures considered. Shares to be issued upon the exercise of stock options will come from newly issued shares.

Certain information regarding our stock-based compensation was as follows:


Year Ended December 31,	2010		2009		2008
Weighted average grant-date fair value per share of stock options granted	$	4.19	$	3.10	$	1.56
Per share intrinsic value of non-vested stock granted		6.02		2.91		8.98
Weighted average per share discount for compensation expense recognized under the 2009 ESPP		1.11		0.85		0.82
Total intrinsic value of stock options exercised		1,066,000		28,000		73,000
Fair value of non-vested stock that vested during the period		357,000		267,000		63,000
Stock-based compensation recognized in results of operations (all as a component of selling, general and administrative expense) ⁽¹⁾		1.8 million		2.1 million		1.7 million
Tax benefit recognized in statement of operations		529,000		583,000		378,000
Cash received from options exercised and shares purchased under all share-based arrangements		4.2 million		2.4 million		4.4 million
Tax deduction realized related to stock options exercised		541,000		112,000		208,000

(1)	An additional $0.6 million in stock-based compensation expense was recorded in 2010 associated with a purchase option held by one of our executives. See Note 17.

(12)

Derivative Financial Instruments

We enter into interest rate swaps to manage the variability of our interest rate exposure, thus fixing a portion of our interest expense in a rising or falling rate environment. We do not enter into derivative instruments for any purpose other than to manage interest rate exposure of the 1-month LIBOR benchmark. That is, we do not engage in interest rate speculation using derivative instruments.

Typically, we designate all interest rate swaps as cash flow hedges and, accordingly, we record the change in fair value of these interest rate swaps in other comprehensive income (loss) rather than net income (loss) until the underlying hedged transaction affects net income. If a swap is no longer accounted for as a cash flow hedge and the forecasted transaction remains probable or reasonably possible of occurring, the gain or loss recorded in accumulated other comprehensive income (loss) is recognized in income as the forecasted transaction occurs. If the forecasted transaction is not probable of occurring, the gain or loss recorded in accumulated other comprehensive income (loss) is recognized in income immediately. See Note 13.

At December 31, 2010 and 2009, the net fair value of all of our agreements totaled a loss of $8.7 million and $6.9 million, respectively, which was recorded on our consolidated balance sheet as a component of accrued liabilities and other long-term liabilities. The estimated amount expected to be reclassified into earnings within the next twelve months was $3.2 million at December 31, 2010.

As of December 31, 2010, we had outstanding the following interest rate swaps with U.S. Bank Dealer Commercial Services:

•

effective June 16, 2006 – a ten year, $25 million interest rate swap at a fixed rate of 5.587% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month;

•

effective January 26, 2008 – a five year, $25 million interest rate swap at a fixed rate of 4.495% per annum, variable rate adjusted on the 26 ^th of each month;

•

effective May 1, 2008 – a five year, $25 million interest rate swap at a fixed rate of 3.495% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month; and

•

effective May 1, 2008 – a five year, $25 million interest rate swap at a fixed rate of 3.495% per annum, variable rate adjusted on the 1 ^st and 16 ^th of each month.

We receive interest on all of the interest rate swaps at the one-month LIBOR rate. The one-month LIBOR rate at December 31, 2010 was 0.3% per annum, as reported in the Wall Street Journal.

F-30

At December 31, 2010 and 2009, the fair value of our derivative instruments was included in our consolidated balance sheets as follows:


Balance Sheet Information (in thousands)	Fair Value of Asset Derivatives				Fair Value of Liability Derivatives
Derivatives Designated as Hedging Instruments	Location in Balance Sheet		December 31, 2010		Location in Balance Sheet		December 31, 2010
Interest Rate Swap Contracts		Prepaid expenses and other	$	—		Accrued liabilities	$	2,862
		Other non-current assets		—		Other long- term liabilities		5,830

			$	—			$	8,692

Balance Sheet Information (in thousands)	Fair Value of Asset Derivatives				Fair Value of Liability Derivatives
Derivatives Designated as Hedging Instruments	Location in Balance Sheet		December 31, 2009		Location in Balance Sheet		December 31, 2009
Interest Rate Swap Contracts		Prepaid expenses and other	$	—		Accrued liabilities	$	1,668
		Other non-current assets		—		Other long-term liabilities		5,212

			$	—			$	6,880

The effect of derivative instruments on our consolidated statements of operations for the years ended December 31, 2010 and 2009 was as follows (in thousands):


Derivatives in Cash Flow Hedging Relationships	Amount of Gain/(Loss) Recognized in OCI (Effective Portion)			Location of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Location of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

For the Year Ended December 31, 2010
Interest Rate Swap Contracts	$	(4,459	)	Floorplan Interest expense	$	(2,814	)	Floorplan Interest expense	$	(1,483	)

For the Year Ended December 31, 2009
Interest Rate Swap Contracts	$	(649	)	Floorplan Interest expense	$	(3,786	)	Floorplan Interest expense	$	420

F-31


Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative
For the Year Ended December 31, 2010
Interest Rate Swap Contracts	Floorplan interest expense	$	—

For the Year Ended December 31, 2009
Interest Rate Swap Contracts	Floorplan interest expense	$	(6	)

In 2009, we determined that the original forecasted transactions for certain of the de-designated cash flow hedges became probable of not occurring. Therefore, we reclassified into earnings a gain of approximately $0.5 million as a reduction of floorplan interest expense at that time. Additionally, we de-designated and re-designated all of our outstanding interest rate swaps when significant changes in our underlying floorplan debt occurred with the Chrysler and GM restructuring. This de-designation and re-designation did not have an impact on earnings at the time, but may increase ineffectiveness in the future.

(13)

Fair Value Measurements

We adopted the provisions of Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements on January 1, 2010. The adoption requires disclosures about recurring and non-recurring fair value measurements, including transfers into and out of Level 1 and Level 2 fair value measurement categories. Clarification was also provided on the amount of disaggregation, inputs and valuation techniques required.

Additionally, information about purchases, sales, issuances and settlements on a gross basis will be required for recurring Level 3 fair value measurements in interim and year-end periods ending after December 15, 2010. Since this pertains only to footnote disclosure for recurring Level 3 fair value measurements, it did not have an impact on our financial position or results of operations.

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

•

Level 1 – quoted prices in active markets for identical securities;

•

Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.; and

•

Level 3 – significant unobservable inputs, including our own assumptions in determining fair value.

The inputs or methodology used for valuing financial assets and liabilities are not necessarily an indication of the risk associated with investing in them.

We use the income approach to determine the fair value of our interest rate swaps using observable Level 2 market expectations at measurement date and an income approach to convert estimated future cash flows to a single present value amount (discounted) assuming that participants are motivated, but not compelled to transact. Level 2 inputs for the swap valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for fair value measurements. Key inputs, including the cash rates for very short term, futures rates for up to two years and LIBOR swap rates beyond the derivative maturity are used to predict future reset rates to discount those future cash flows to present value at measurement date.

F-32

Inputs are collected from Bloomberg on the last market day of the period. The same methodology is used to determine the rate used to discount the future cash flows. The valuation of the interest rate swaps also takes into consideration our own, as well as the counterparty’s, risk of non-performance under the contract. See Note 12.

We estimate the fair value of our assets held for sale and liabilities related to assets held for sale based on a market valuation approach, which uses prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as our historical experience in divestitures, acquisitions and real estate transactions. When available, we use inputs from independent valuation experts, such as brokers and real estate appraisers, to corroborate our internal estimates. As these valuations contain unobservable inputs, we classified the assets held for sale and liabilities related to assets held for sale as Level 3.

We estimate the fair value of long-lived assets that are recorded at fair value based on a market valuation approach. We use prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we may use a cost valuation approach to value long-lived assets when a market valuation approach is unavailable. Under this approach, we determine the cost to replace the service capacity of an asset, adjusted for physical and economic obsolescence. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers’ and brokers’ valuations are typically developed using one or more valuation techniques including market, income and replacement cost approaches. As these valuations contain unobservable inputs, we classified the long-lived assets as Level 3.

There were no changes to our valuation techniques during the year ended December 31, 2010.

The following tables summarize our assets and liabilities measured at fair value (in thousands):


	December 31, 2010
	Fair Value		Input Level
Long-lived assets	$	29,157		Level 3


	December 31, 2009
	Fair Value		Input Level
Assets held for sale	$	11,693		Level 3
Liabilities related to assets held for sale		5,050		Level 3
Franchise value		1,691		Level 3
Long-lived assets		52,419		Level 3

In the fourth quarter of 2009, we reclassified franchise value previously classified as held for sale to held and used. Under U.S. generally accepted accounting standards, the franchise value was valued and recorded at the lower of carrying value or current fair value. We estimated the fair value of franchise value by calculating the present value of future cash flows associated with such franchises using an APV model. We have determined that only certain cash flows of the store are directly attributable to franchise rights. Future cash flows are based on recently prepared operating forecasts and business plans to estimate the future economic benefits that the store will generate. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections and on the U.S. Department of Labor, Bureau of Labor Statistics for historical consumer price index data. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows factors in an equity risk premium, small stock risk premium, a beta and a risk-free rate. In addition, the discount rate used is further refined for a franchise-specific risk adjustment based on the financial performance of each franchise. In addition,

F-33

when available, we used valuation inputs from independent valuation experts, such as brokers, to corroborate our internal estimates. Brokers’ inputs are typically developed using marketplace data related to current actual transactions involving similar franchises. As these valuations contain unobservable inputs, we classified the franchise value as Level 3.

Also in the fourth quarter of 2009, long-lived assets, including real estate property and equipment previously classified as held for sale, were reclassified to held and used at the lower of their depreciated carrying value, assuming depreciation had not ceased while classified as held for sale, or their current fair value. Based on this evaluation, certain long-lived assets were measured at their fair value at the time of reclassification. We estimated the fair value of long-lived assets based on a “market” valuation approach. We used prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we used a cost valuation approach to value long-lived assets when a market valuation approach was unavailable. Under this approach, we determined the cost to replace the service capacity of an asset adjusted for physical and economic obsolescence. When available, we used valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers and brokers’ valuations were typically developed using one or more valuation techniques including market, income and replacement cost approaches. As these valuations contained unobservable inputs, we classified the long-lived assets as Level 3.

The following table indicates valuation adjustments recorded in 2010 and 2009 on our assets and liabilities that are measured at fair value on a non-recurring basis (in thousands):


Year Ended	Fair Value Measurement Using
December 31, 2010	Level 1		Level 2		Level 3		Loss
Long-lived assets held and used:
Building and improvements	$	—	$	—	$	23,400	$	(9,048	)
Land	$	—	$	—	$	13,511	$	(6,253	)


Year Ended	Fair Value Measurement Using
December 31, 2009	Level 1		Level 2		Level 3		Loss
Assets held for sale	$	—	$	—	$	11,693	$	(1,213	)
Franchise value	$	—	$	—	$	1,691	$	(250	)
Long-lived assets	$	—	$	—	$	52,419	$	(8,726	)

Valuation adjustments recorded in the year ended December 31, 2009 for assets held for sale totaled $1.2 million. Of this amount, a $0.3 million gain was included as an offset to asset impairment charges and a $1.5 million loss was included as a component of income (loss) from discontinued operations, net of tax, in our consolidated statements of operations. See also Note 16.

At December 31, 2010, we had $118.5 million of long-term fixed interest rate debt recorded and outstanding with maturity dates of between October 2011 and October 2029. We calculate the estimated fair value of our fixed rate debt using a discounted cash flow methodology. Using estimated current interest rates based on a similar risk profile and duration, the fixed cash flows are discounted and summed to compute the fair value of the debt. Based on this analysis, we have determined that the fair value of this long-term fixed interest rate debt was approximately $127.4 million at December 31, 2010. We believe the carrying value of our variable rate debt approximates fair value.

F-34

(14)

Income Taxes

Income tax provision (benefit) from continuing operations was as follows (in thousands):


Year Ended December 31,	2010			2009			2008
Current:
Federal	$	9,585		$	(5,237	)	$	8,246
State		1,708			(82	)		1,131

		11,293			(5,319	)		9,377

Deferred:
Federal		(1,760	)		8,910			(102,748	)
State		(440	)		1,571			(14,507	)

		(2,200	)		10,481			(117,255	)

Total	$	9,093		$	5,162		$	(107,878	)

At December 31, 2010, we had income taxes payable totaling $0.3 million included as a component of accrued liabilities on the consolidated balance sheets and, at December 31, 2009, we had income taxes receivable totaling $2.7 million included as a component of other current assets.

Individually significant components of the deferred tax assets and liabilities are presented below (in thousands):


December 31,	2010			2009
Deferred tax assets:
Deferred revenue and cancellation reserves	$	6,047		$	6,558
Allowances and accruals		16,324			9,418
Interest on derivatives and convertible notes		3,337			2,615
Goodwill		33,380			51,254

Total deferred tax assets		59,088			69,845

Deferred tax liabilities:
Inventories		(3,503	)		(5,393	)
Property and equipment, principally due to differences in depreciation		(11,653	)		(22,782	)
Prepaids and property taxes		(1,471	)		(1,971	)

Total deferred tax liabilities		(16,627	)		(30,146	)

Total	$	42,461		$	39,699

The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. Based on these factors, we believe it is more likely than not that we will realize the benefits of these deductible differences. At December 31, 2010, we had not recorded any valuation allowance on deferred tax assets. However, a valuation allowance could be recorded in the future if estimates of taxable income during the carryforward period are reduced.

At December 31, 2010, we had a number of state tax carryforward amounts totaling approximately $1.2 million, tax effected, with expiration dates through 2029.

F-35

The reconciliation between amounts computed using the federal income tax rate of 35% and our income tax provision (benefit) from continuing operations for 2010, 2009 and 2008 is shown in the following tabulation (in thousands):


Year Ended December 31,	2010		2009			2008
Federal tax provision (benefit) at statutory rate	$	8,118	$	4,227		$	(116,553	)
State taxes, net of federal income tax benefit		579		641			(9,670	)
Permanent difference related to impairment of goodwill		—		—			18,939
Non-deductible expenses		223		320			376
Permanent differences related to the employee stock purchase program		18		17			127
Other		155		(43	)		(1,097	)

Income tax provision (benefit)	$	9,093	$	5,162		$	(107,878	)

We did not have any unrecognized tax benefits at December 31, 2010 or 2009. No interest or penalties were included in our results of operations during 2010, 2009 or 2008, and we had no accrued interest or penalties at December 31, 2010 or 2009.

Open tax years at December 31, 2010 included the following:


Federal		2006-2009
13 states		2005-2009

(15)

Acquisitions

On July 19, 2010, we acquired the inventory, equipment and intangible assets and assumed certain liabilities related to Honda of Bend and agreed to the transfer of Chevrolet and Cadillac brands from Bob Thomas Chevrolet Cadillac, both located in Bend, Oregon. On August 9, 2010, we acquired the inventory, equipment, real estate and intangible assets and assumed certain liabilities related to Toyota of Billings from Prestige Toyota, located in Billings, Montana. Consideration paid for acquisitions totaled $25.6 million, of which $23.7 million was paid in cash and $1.9 million was financed through a floorplan credit facility. We subsequently financed the real estate purchased for $8.1 million, for which we had paid cash in connection with the acquisition transactions. The fair values of assets acquired and liabilities assumed are not material to our consolidated balance sheets. The results of operations of the acquired stores are included in our consolidated financial statements from the date of acquisition and pro forma results of operations are not materially different from actual results of operations.

(16)

Discontinued Operations

We perform an internal evaluation of our store performance, on a store-by-store basis, in the last month of each quarter. If a store does not meet certain return on investment criteria established by our management team, the location is included on a “watch list” and is considered for potential disposition. Factors we consider in reaching the conclusion to dispose of a store include: (i) actual operating results of the store over a predetermined period of time subsequent to placing the store on the “watch list” including prospects for improved financial performance; (ii) extent of capital improvements and commitments thereto necessary to optimize operational efficiencies and marketability of the associated franchise; (iii) outlook as to the economic prospects for the local market and viability of the franchise within that market; and (iv) geographic location and franchise mix of our portfolio.

Once we have reached a decision to dispose of a store, we evaluate the following criteria as required by U.S. generally accepted accounting standards:

•

our management team, possessing the necessary authority, commits to a plan to sell the store;

•

the store is available for immediate sale in its present condition;

F-36

•

an active program to locate buyers and other actions that are required to sell the store are initiated;

•

a market for the store exists and we believe its sale is likely. We also expect to record the transfer of the store as a completed sale within one year;

•

active marketing of the store commences at a price that is reasonable in relation to the estimated fair market value; and

•

our management team believes it is unlikely that changes will be made to the plan or will withdraw the plan to dispose of the store.

If we determine the above criteria have been met, we classify the store assets to be disposed of, and liabilities directly associated with those assets, as held for sale in our consolidated balance sheet.

We reclassify the store’s operations to discontinued operations in our consolidated statement of operations, on a comparable basis for all periods presented, provided we do not expect to have any significant continuing involvement in the store’s operations after its disposal.

During the three-year period ended December 31, 2010, we experienced significant changes in our business dynamics along with other factors leading to a decision by our executive management team to dispose of a number of our stores. The following summarizes the chronology of our store dispositions.

As of January 1, 2008, we had three stores classified as held for sale. In the second quarter of 2008, as part of the restructuring plan announced on June 3, 2008, we performed an evaluation of our portfolio of stores. After this evaluation, 12 underperforming stores, mostly consisting of domestic franchises, were selected for disposal. We also elected to close a facility at that time. During the third quarter of 2008, 15 additional stores were identified for disposal, for a total of 31 stores classified as held for sale. Given the significant number of stores classified as held for sale, and the fact that the sale of certain stores was not prompt, we considered additional factors prior to classifying the additional 15 stores as held for sale including:

•

the inherent difficulty in selling three of the worst-performing stores in our portfolio, and the fact that the other stores targeted for disposal in 2008 would be more desirable to potential buyers. For example, we closed on the sale of two locations in the third quarter of 2008 that were initially classified as held for sale in the second quarter of 2008;

•

one of the locations classified as held for sale for a period exceeding one year had been sold in the third quarter of 2008, and another location had been closed;

•

three stores classified as held for sale in the second quarter of 2008 were under preliminary contract to be sold; and

•

9 of the 15 stores classified in the third quarter of 2008 had been sold or were under preliminary contract to be sold.

In summary, during the two-year period ended December 31, 2008, our management team identified 32 stores for disposal, sold 12 stores and closed 4 stores, leaving 18 stores classified as held for sale at December 31, 2008.

During 2009, we disposed of five stores and ceased operations at three stores that had been held for sale at December 31, 2008. We identified for disposal, and subsequently sold, an additional five stores during 2009. As a result of the Chrysler and GM bankruptcies, we reclassified four additional stores to discontinued operations. Two of these locations were Chrysler franchises that ceased operations in July 2009. The other two locations were GM stores that GM agreed to repurchase through a signed commitment.

F-37

Adverse economic conditions had a profound effect on the automotive industry over the past few years. Some of the factors impacting the industry included:

•

double-digit percentage declines in year-over-year automobile sales;

•

unprecedented operational losses by the Detroit three automakers, culminating in Chrysler and GM filing for Chapter 11 bankruptcy protection;

•

termination of over 2,000 franchise agreements by Chrysler and GM; and

•

reductions in available commercial credit, reducing available financing and requiring increased capital investment for potential dealership purchasers.

Persistent industry challenges present throughout 2008 and 2009 continued to hamper our ability to sell stores identified for disposition and classified as held for sale.

As stores remained classified as held for sale beyond one year, we continually evaluated whether (i) we had taken all necessary actions to respond to the poor market conditions during the initial one year period; (ii) we were actively marketing the store at a price that is reasonable in view of the market conditions; and (iii) we continued to meet all of the criteria discussed above to continue to classify the stores as held for sale.

In marketing our stores for sale, we enlisted the services of brokers who specialize in dealership purchase and sale transactions. We also utilized a network of contacts and dealers in the market areas to ensure parties were aware of the stores available for purchase. Although not required, we also notified the respective manufacturers and alerted them to direct any prospective buyers to us. Over the period the stores were available for sale, we continually lowered the price of the stores in an effort to attract a buyer. We also considered combining less desirable stores with more desirable stores to facilitate the sale of both locations, including selling a store not classified as held for sale to affect the sale of a location targeted for disposal.

Based on these factors, we believed our response demonstrated that we (i) took necessary actions to respond to the poor market conditions; (ii) actively marketed the store at a reasonable price and (iii) continued to meet the remaining criteria stipulated above. Therefore, our decision to continue to classify certain stores as held for sale beyond the one year period was appropriate.

It is not uncommon for us to enter into preliminary asset sale agreements which do not close. We consider preliminary asset sale agreements a validation of the marketability of our stores held for sale. These preliminary asset sale agreements sometimes remain active for a period exceeding one year. Some preliminary asset sale agreements we enter into do not result in a final sale. These agreements terminate for a variety of reasons, including prospective buyers being unable to obtain the required floorplan or real estate financing. The termination of these agreements accelerated throughout 2009, and no new agreements were entered into in the second half of that year.

In the fourth quarter of 2009, our management team re-evaluated the decision to continue to classify certain stores as held for sale in light of the then current market conditions, prospects for economic recovery, improved company-wide and individual store operating performance, and overall capital needs. Specific factors taken into consideration were as follows:

•

a lack of available credit continued to prove challenging to prospective purchasers of our stores. One of the primary problems was the lack of vehicle inventory floorplan financing, which is a basic requirement of the franchise agreement. Even for prospective purchasers with existing floorplan financing, obtaining mortgage financing on dealership real estate or committing to other significant capital investment proved exceedingly difficult.

•

continued economic uncertainty, including increasing unemployment, resulting in low consumer confidence and a prolonged reluctance to purchase big ticket items such as automobiles.

•

the dramatically decreased pool of potential purchasers further extended our store disposition time line. The absence of qualified buyers reduced expected proceeds to levels significantly below the range of what we considered to be reasonable.

F-38

•

a restructuring of store operations that began in 2008 and accelerated in 2009 aligned our costs with current industry vehicle sales levels, and enhanced our liquidity position. This restructuring improved operational performance at all locations, including those slated for divestiture. Improved operating performance at the stores held for sale, even on a constant valuation multiple, increased expected selling prices, which proved unobtainable given market conditions.

•

the reorganization of Chrysler and GM resulted in the closure of four domestic stores that we had not selected for divestiture. One of the original considerations for the restructuring we initiated in 2008 involved diversifying our portfolio to reduce dependence on domestic manufacturers, particularly Chrysler and GM. The unexpected closure of locations not selected for disposition accelerated this portfolio diversification and made some divestitures less critical.

•

throughout 2008 and 2009, we generated cash through asset sales, mortgage financing and operational cash flows. In 2009, we retired our outstanding convertible notes as they matured. Also, in late 2009, we completed a follow-on equity offering raising approximately $43 million. We also extended the maturity on our Credit Facility. These actions reduced the immediate need for additional liquidity to ensure our ongoing operations and eliminated the need to dispose of assets to raise cash.

Based on these factors, in the fourth quarter of 2009, circumstances previously considered unlikely were deemed to have occurred, and our management team concluded that we no longer were committed to sell certain stores. Therefore, we no longer met the criteria necessary to continue to classify the stores as held for sale. Assets and related liabilities associated with 10 stores were subsequently reclassified out of assets held for sale. Their associated results of operations were retrospectively reclassified from discontinued operations to continuing operations for all periods presented.

Certain locations we had closed in 2008 and 2009 continued to have assets, primarily real estate, classified as held for sale. Throughout 2009, the commercial real estate market continued to deteriorate as more properties became available and asking prices declined. Particularly in the automotive retail industry, with the closure of almost 2,000 GM and Chrysler stores, as well as the wind down of Pontiac, Saturn and Hummer, numerous vacant dealerships were placed on the market. Given the slow recovery forecasted for automotive dealers in 2010 and beyond, these properties had become more difficult to sell on a timely basis. These challenging conditions accelerated midway through 2009 during the bankruptcy filings of GM and Chrysler. In addition, available commercial credit became tighter in 2009.

Therefore, by the middle of the fourth quarter of 2009, we began to consider a significant increase in the expected time required to sell these properties, and realized it could take a prolonged period for market demand to return to a point of converting these locations to operational automotive retail outlets. After considering these facts, we reclassified seven properties where operations had ceased to held and used in the fourth quarter of 2009, as we did not believe all the criteria for a classification as held for sale were met.

In connection with the reclassification, we valued the assets of the 10 operating stores and seven properties at the lower of (i) carrying amount before classification as held for sale, adjusted for any depreciation or amortization expense that would have been recognized had the store been continuously classified as held and used; and (ii) fair value at the date of reclassification. As a result, in the fourth quarter of 2009, we recorded impairment charges totaling $2.9 million related to certain real estate holdings. Where fair value exceeded adjusted carrying amount, we recorded depreciation expense of $2.2 million. We also reversed certain costs to sell that had been recorded in prior periods totaling $2.3 million.

At December 31, 2009, two operating stores and three properties were classified as held for sale. The two operating stores were under contract to sell at that time.

F-39

Based on subsequent negotiations with the buyer in the first quarter of 2010, management concluded that it was no longer probable that the sale of the remaining two stores would be effected, resulting in the determination that these two operating stores no longer met all of the criteria for classification as held for sale at March 31, 2010. Therefore, in the first quarter of 2010, assets and related liabilities associated with two stores were reclassified from assets held for sale to assets held and used. Their associated results of operations were retrospectively reclassified from discontinued operations to continuing operations for all periods presented.

In the second quarter of 2010, we classified the operating results of Fresno Dodge, which was sold during the quarter, as discontinued operations. Additionally, one of the properties classified as held for sale as of December 31, 2009 was sold. Management evaluated the remaining two properties to determine if classification remained appropriate. Based on new facts and circumstances previously considered unlikely, management no longer believes the sales are probable. As a result the properties were reclassified to assets held and used in June 2010.

As of December 31, 2010 and 2009, we had no stores and no properties, and two stores and three properties, respectively, classified as held for sale. Assets held for sale included the following (in thousands):


December 31,	2010		2009
Inventories	$	—	$	8,098
Property, plant and equipment		—		3,572
Intangible assets		—		23

	$	—	$	11,693

Liabilities related to assets held for sale included the following (in thousands):


December 31,	2010		2009
Floorplan notes payable	$	—	$	2,888
Real estate debt		—		2,162

	$	—	$	5,050

Assets and liabilities held for sale are valued at the lower of cost or fair value less costs to sell. Estimates of fair value are based on the proceeds we expect to realize on the sale of the disposal groups. Inventory losses primarily related to prior model year new vehicles that had carrying values in excess of estimated proceeds to be generated through wholesale distribution.

Certain financial information related to discontinued operations was as follows (in thousands):


Year Ended December 31,	2010			2009			2008
Revenue	$	6,002		$	95,943		$	452,955

Loss from discontinued operations	$	(340	)	$	(7,024	)	$	(10,904	)
Net gain (loss) on disposal activities		(294	)		10,210			(32,372	)

		(634	)		3,186			(43,276	)
Income tax benefit (expense)		253			(951	)		15,822

Income (loss) from discontinued operations, net of income taxes	$	(381	)	$	2,235		$	(27,454	)

Goodwill and other intangible assets disposed of	$	—		$	1,037		$	19,117

Cash generated from disposal activities	$	941		$	27,697		$	44,085

The gain (loss) on disposal activities included the following impairment charges (in thousands):


Year Ended December 31,	2010			2009			2008
Goodwill and other intangible assets	$	—		$	12,146		$	(11,695	)
Property, plant and equipment		(210	)		(1,672	)		(14,389	)
Inventory		—			1,212			(2,435	)
Other		(84	)		(1,476	)		(3,853	)

	$	(294	)	$	10,210		$	(32,372	)

F-40

Interest expense is allocated to stores classified as discontinued operations for actual floorplan interest expense directly related to the new vehicles in the store. Interest expense related to our Credit Facility is allocated based on the amount of assets pledged towards the total borrowing base. Interest expense included as a component of discontinued operations was as follows (in thousands):


December 31,	2010		2009		2008
Flooring interest	$	51	$	438	$	3,872
Other interest		69		2,296		5,152

Total interest	$	120	$	2,734	$	9,024

(17)

Purchase Option

On December 31, 2009, we entered into an option agreement with our Vice Chairman, Dick Heimann, who is a related party. Under the terms of the option agreement, Mr. Heimann may purchase our Volkswagen and Nissan franchises in Medford, Oregon, and acquire their operations, including inventories and equipment, at valuations set forth in our standard form of agreement, which we believe approximate fair value at the time of exercise. Any purchased real estate will be priced at the then fair market value. Existing leases, if any, will be assumed at the time of exercise of the option. The purchase price for the intangible assets (manufacturers’ franchise rights) is set at $10 in the agreement. The option can be exercised by Mr. Heimann at any time prior to December 31, 2012. No consideration was received in exchange for this option.

For the year ended December 31, 2009, we estimated the fair value of the option using a discounted cash flow analysis and by considering valuation inputs from independent third parties. Based on these inputs, we determined the value of the option to be insignificant as of December 31, 2009. For the year ended December 31, 2010, we estimated the fair value of the option by considering, among other things, an independent third party valuation which included the use of the Black-Scholes option valuation model with the following assumptions:


Year Ended December 31,	2010
Risk-free interest rate ⁽¹⁾		0.34	%
Expected term ⁽²⁾		2.17 years
Volatility ⁽³⁾		50	%

(1)	The risk-free interest rate for the option is based on the U.S. Treasury 2-year constant maturities rate effective on the date of valuation.

(2)	The expected term is calculated based on the remaining term of the option.

(3)	The expected volatility is estimated based on the historical volatilities of our and comparable public companies’ common stock as well as implied volatilities based on the prices of currently traded options on the parent company and the comparable public companies.

Based on our valuation analysis, we recorded an expense of $591,000 in 2010 as a component of selling, general and administrative expenses in our consolidated statements of operations and the corresponding liability in other long-term liabilities in our consolidated balance sheets. We will continue to assess the value of the option prospectively over the term of the option, and will record any changes in its estimated fair value in our consolidated statements of operations and corresponding liability in the period of change.

F-41

(18)

Subsequent Events

On February 22, 2011, our Board of Directors approved the implementation of a non-qualified deferred compensation and long-term incentive plan for a select group of management or highly compensated employees, which includes our senior management team. In conjunction, a contribution of $1.3 million for 2011 was made and will be included as a component of selling, general and administrative expenses in our consolidated statements of operations in the first quarter of 2011.

On February 23, 2011, we announced that our Board of Directors approved a dividend of $0.05 per share on our Class A and Class B common stock for the fourth quarter of 2010. The dividend will total approximately $1.3 million and will be paid on March 25, 2011 to shareholders of record on March 11, 2011.

F-42

EXHIBIT 10.4

(for Senior Executives)

(with performance vesting and CIC acceleration)

LITHIA MOTORS, INC.

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Agreement shall have the meanings as defined in the Plan.


The “Grantee”

Number of Units Granted
		(the “Grant Shares”)

“Date of Award”		March 10, 2011

Price Paid by Grantee per Share		$ 0

Fair Market Value per Share on Date of Award		$

1.	AWARD OF RESTRICTED STOCK UNIT GRANT

1.1 The Grant. The Company hereby awards to the Grantee and the Grantee accepts the award of a Restricted Stock Unit Grant representing the number of shares of Common Stock of the Company specified above as the Grant Shares (the “Award”). These Restricted Stock Units are being granted as part of the Grantee’s compensation package without the payment of any consideration other than the Grantee’s services to the Company and payment by the Grantee of the Price Paid per Share specified above, if any. The Award is being made pursuant to the Plan and is subject to and conditioned upon the terms and conditions of the Plan and the terms and conditions set forth in this Agreement. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in accordance with the Plan. Each Restricted Stock Unit entitles the Grantee to received one share of Class A Common Stock of the Company.

1.2 Vesting . The Award is granted in consideration for services to be rendered by Grantee for the benefit of Company and, except as otherwise set forth in this Agreement, the Award shall vest as follows:

25% of the Grant Shares vest two (2) years after the Date of Award;

25% of the Grant Shares vest three (3) years after the Date of Award; and

50% of the Grant Shares vest four (4) years after the Date of Award.

Grantee must be employed with the Company on the date the Grant Shares vest. In the event Grantee is unable to continue to provide services to Company during the term of this Agreement because of disability or death, the Award shall vest on a pro-rata basis (based on percentage of time served using a 12 month service period beginning on the Date of Award). In the event of a Corporate Transaction, the Award shall vest in full upon the date of such Corporate Transaction unless the failure to attain any thresholds set forth in the following paragraph resulted in the forfeiture of all or a part of the Award.

(for Senior Executives)

(with performance vesting and CIC acceleration)

Subject to shareholder approval of the Performance Vesting Equity Award Program prior to December 31, 2011, any vesting of the Grant Shares shall also be subject to the attainment by the Company of positive adjusted net income from continuing operations for each of 2011, 2012, 2013 and 2014. Failure to achieve such performance target in any year will result in the forfeiture of 25% of the Grant Shares for each such year the performance target is not achieved. The performance vesting of any amount is subject to a claw-back forfeiture should a later restatement of the Company’s financial statements reflect the failure to achieve the performance requirement.

2.	REPRESENTATIONS OF THE GRANTEE

2.1 No Representations by or on Behalf of the Company. The Grantee is not relying on any representation, warranty or statement made by the Company or any agent, employee or officer, director, shareholder or other controlling person of the Company regarding the Grant Shares or this Agreement.

2.2 Tax Considerations. The Company has advised the Grantee to seek the Grantee’s own tax and financial advice with regard to the federal and state tax considerations resulting from the Grantee’s receipt of the Grant Shares pursuant to the Award. The Grantee understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to the Grantee of compensation income upon the vesting of Award and Grantee shall be solely responsible for the payment of all federal and state taxes resulting from this Award.

2.3 Agreement to Enter into Lock-Up Agreement with an Underwriter. The Grantee, by accepting the Award represented by this Agreement, understands and agrees that whenever the Company undertakes a firmly underwritten public offering of its securities, the Grantee will, if requested to do so by the managing underwriter in such offering, enter into an agreement not to sell or dispose of any securities of the Company owned or controlled by the Grantee, including any the Grant Shares, provided that such restriction will not extend beyond 12 months from the effective date of the registration statement filed in connection with such offering.

3.	GENERAL RESTRICTIONS OF TRANSFERS OF UNVESTED SHARES

3.1 No Transfers of Unvested Shares. The Grantee agrees for himself or herself, his or her executors, administrators and other successors in interest that none of the Restricted Stock Units, nor any interest therein, may be voluntarily or involuntarily sold, transferred, assigned, donated, pledged, hypothecated or otherwise disposed of, gratuitously or for consideration prior to their vesting in accordance with Section 2.2.

3.2 Stock Distributions. If the Company makes any distribution of stock with respect to the Grant Shares by way of a stock dividend or stock split, or pursuant to any recapitalization, reorganization, consolidation, merger or otherwise, and the Grantee receives any additional shares of stock in the Company (or other shares of stock in another corporation) as a result thereof, such additional (or other) shares shall be deemed Grant Shares hereunder and shall be subject to the same restrictions and obligations imposed by this Agreement.

(for Senior Executives)

(with performance vesting and CIC acceleration)

3.3 Invalid Transfers. Any disposition of the Grant Shares other than in strict compliance with the provisions of this Agreement shall be void. The Company shall not be required (i) to transfer on its books any Grant Shares which have been sold or transferred in violation of the provisions of this Section 3 or (ii) to treat as the owner of the Grant Shares, or otherwise to accord voting, dividend or any other rights to, any person or entity to whom Grantee transferred or attempted to transfer the Grant Shares in contravention of this Agreement.

4.	PROVISION FOR PAYMENT OF TAX WITHHOLDING AMOUNTS

4.1 Payment of Tax Withholding Amounts . To the extent the Company is responsible for withholding income taxes, upon the vesting of the Grant Shares the Grantee must pay to the Company or make adequate provision for the payment of all Tax Withholding. By accepting the Award represented by this Agreement, the Grantee shall be deemed to have consented to the Company withholding the amount of any Tax Withholding from any amounts payable by the Company to the Grantee. No shares of Common Stock will be released from the restrictions on their transfer under Section 3 of this Agreement unless and until payment or adequate provision for payment of the Tax Withholding has been made. If the Company later determines that additional Tax Withholding was or has become required beyond any amount paid or provided for by the Grantee, the Grantee will pay such additional amount to the Company immediately upon demand by the Company. If the Grantee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the Grantee.

4.2 Alternative Provisions for the Payment of Tax Withholding Amounts . The Committee, in its sole discretion and subject to such conditions as the Committee may require, may permit the Grantee to elect to have the Company withhold a number of shares of the Grant Shares otherwise deliverable upon vesting having a Fair Market Value sufficient to satisfy the statutory minimum tax withholding obligations of Grantee arising from the vesting of the Award..

5.	MISCELLANEOUS PROVISIONS

5.1 Specific Performance. The parties hereby acknowledge and agree that it is impossible to measure in money the damages which will be suffered by a party hereto by reason of any breach by another party of any term of this Agreement, that the Company and its common stock are unique and that a non-breaching party will suffer irreparable injury if this Agreement is not specifically performed. Accordingly, the parties hereto acknowledge that a non-breaching party shall, in addition to all other remedies available hereunder or at law, be entitled to equitable relief (including without limitation preliminary and permanent injunctive relief) to enforce the terms of this Agreement.

5.2 Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of all of the parties hereto.

5.3 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Grantee without the prior written consent of the Company.

(for Senior Executives)

(with performance vesting and CIC acceleration)

5.4 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Oregon applicable to the construction and enforcement of contracts wholly executed in Oregon by residents of Oregon and wholly performed in Oregon. Any action or proceeding brought by any party hereto shall be brought only in a state or federal court of competent jurisdiction located in the County of Multnomah in the State of Oregon and all parties hereto hereby submit to the in personal jurisdiction of such court for purposes of any such action or procedure.

5.5 Arbitration . The parties agree to submit any dispute arising under this Agreement to final, binding, private arbitration in Portland, Oregon. This includes not only disputes about the meaning or performance of the Agreement, but disputes about its negotiation, drafting, or execution. The dispute will be determined by a single arbitrator in accordance with the then-existing rules of arbitration procedure of Multnomah County, Oregon Circuit Court, except that there shall be no right of de novo review in Circuit Court and the arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in the Multnomah County Circuit Court arbitration procedures. The proceeding will be commenced by the filing of a civil complaint in Multnomah County Circuit Court and a simultaneous request for transfer to arbitration. The parties expressly agree that they may choose an arbitrator who is not on the list provided by the Multnomah County Circuit Court Arbitration Department, but if they are unable to agree upon the single arbitrator within ten days of receipt of the Arbitration Department list, they will ask the Arbitration Department to make the selection for them. The arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any request for costs and expenses in accordance with Section 6.6 of this Agreement. The arbitrator’s award may be reduced to final judgment in Multnomah County Circuit Court. The complaining party shall bear the arbitration expenses and may seek their recovery if it prevails. Notwithstanding any other provision of this Agreement, an aggrieved party may seek a temporary restraining order or preliminary injunction in Multnomah County Circuit Court to preserve the status quo during the arbitration proceeding.

5.6 Attorney Fees . If any suit, action, or proceeding is instituted in connection with any controversy arising out of this Agreement or the enforcement of any right hereunder, the prevailing party will be entitled to recover, in addition to costs, such sums as the court or arbitrator may adjudge reasonable as attorney fees, including fees on any appeal.

5.7 Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not constitute a part hereof.

5.8 Entire Agreement. This Agreement and the Plan embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and supersedes all prior written or oral communications or agreements all of which are merged herein. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein.

5.9 No Waiver. No waiver of any provision of this Agreement or any rights or obligations of any party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

5.10 Severability of Provisions. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

(for Senior Executives)

(with performance vesting and CIC acceleration)

5.11 Notices. All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed duly given if delivered personally or by courier service, or if mailed by certified mail, return receipt requested, prepaid and addressed to the Company executive offices to the attention of the Corporate Secretary, or if to the Grantee, to the address maintained by the personnel department, or such other address as such party shall have furnished to the other party in writing.

IN WITNESS WHEREOF, the Grantee and the Company have executed this Agreement effective as of the Date of Award.



The GRANTEE
		Signature

		Type or Print Name:

		Social Security Number:

COMPANY		LITHIA MOTORS, INC.

		By:
		Chris Holzshu, CFO

*	Please take the time to read and understand this agreement in its entirety. If you have any specific questions or don’t fully understand any of the provisions, please contact Chris Holzshu in writing within 10 days of receipt of this agreement.

(for Senior Executives)

(with performance vesting and CIC acceleration)

RESTRICTED STOCK UNIT AGREEMENT

Schedule A – Vesting Schedule

Grant Shares awarded under the Restricted Stock Unit Agreement to which this Schedule A is attached shall vest in accordance with the following terms and conditions. Grant Shares that have not yet vested in accordance with the vesting provisions set forth herein are referred to in the Restricted Stock Unit Agreement as “Unvested Shares”.

VESTING PROVISIONS

Except in the event of Disability (as that term is defined in the Plan) or Death, the Grant Shares shall vest on the anniversary date of the Award as follows:


Anniversary Date	Vesting of Grant Shares
March 2013		25	%
March 2014		25	%
March 2015		50	%

In the event of Disability or Death, the Grant Shares shall vest on a pro-rated basis based on the number of completed years of service by the Grantee after the Date of Award. A completed year of service means a 12 consecutive-month period beginning on the Date of Award and each 12 consecutive-month period beginning the anniversary date of the Date of Award during which the Grantee was continuously employed with the Company.

Subject to shareholder approval of the Performance-Vesting Equity Award Program prior to December 31, 2011, any vesting of the Grant Shares shall also be subject to the attainment by the Company of positive adjusted net income from continuing operations for each of 2011, 2012, 2013 and 2014. Failure to achieve such performance target in any year will result in the forfeiture of 25% of the Grant Shares for each such year the performance target is not achieved. The performance vesting of any amount is subject to a claw-back forfeiture should a later restatement of the Company’s financial statements reflect the failure to achieve the performance requirement.

Notwithstanding the foregoing:

(i)

no additional Grant Shares will vest while the Grantee is on leave;

(ii)

any original vesting date referred to above, shall automatically be extended by the duration of any leave of absence in excess of 90 days that is without pay;

(iii)

the number of Grant Shares vesting above shall automatically be adjusted as appropriate to reflect any stock dividend, stock-split, combination of shares or other similar event as referred to in Section 10.1 of the Plan; and

(iv)

upon the occurrence of a Corporate Transaction (as defined in the Plan), all unvested and non-forfeited Grant Shares shall vest as of the effective date of the Corporate Transaction, not withstanding the terms of the foregoing vesting schedule.

EXHIBIT 10.4.1

(for non-executives)

LITHIA MOTORS, INC.

RESTRICTED STOCK UNIT AGREEMENT


The “Grantee”

Number of Units Granted
		(the “Grant Shares”)

“Date of Award”		March 10, 2011

Price Paid by Grantee per Share		$ 0

Fair Market Value per Share on Date of Award		$

1.	AWARD OF RESTRICTED STOCK UNIT GRANT

25% of the Grant Shares vest two (2) years after the Date of Award;

25% of the Grant Shares vest three (3) years after the Date of Award; and

50% of the Grant Shares vest four (4) years after the Date of Award.

(for non-executives)

2.	REPRESENTATIONS OF THE GRANTEE

3.	GENERAL RESTRICTIONS OF TRANSFERS OF UNVESTED SHARES

(for non-executives)

4.	PROVISION FOR PAYMENT OF TAX WITHHOLDING AMOUNTS

5.	MISCELLANEOUS PROVISIONS

5.2 Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of all of the parties hereto.

(for non-executives)

5.7 Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not constitute a part hereof.

(for non-executives)

IN WITNESS WHEREOF, the Grantee and the Company have executed this Agreement effective as of the Date of Award.


The GRANTEE
	Signature

	Type or Print Name:

	Social Security Number:

COMPANY	LITHIA MOTORS, INC.

	By:
		Chris Holzshu, CFO

*	Please take the time to read and understand this agreement in its entirety. If you have any specific questions or don’t fully understand any of the provisions, please contact Chris Holzshu in writing within 10 days of receipt of this agreement.

(for non-executives)

RESTRICTED STOCK UNIT AGREEMENT

Schedule A – Vesting Schedule

VESTING PROVISIONS

Except in the event of Disability (as that term is defined in the Plan), Death, or Qualified Retirement (defined below), the Stock Units shall vest on the anniversary date of the Award as follows:


Anniversary Date	Vesting of Grant Shares
March 2013		25	%
March 2014		25	%
March 2015		50	%

In the event of Disability, Death, or Qualified Retirement the Grant Shares shall vest on a pro-rated basis based on the number of completed years of service by the Grantee after the Date of Award. A completed year of service means a 12 consecutive-month period beginning on the Date of Award and each 12 consecutive-month period beginning the anniversary date of the Date of Award during which the Grantee was continuously employed with the Company.

Notwithstanding the foregoing:

(i)

no additional Grant Shares will vest while the Grantee is on leave;

(ii)

any original vesting date referred to above, shall automatically be extended by the duration of any leave of absence in excess of 90 days that is without pay; and

(iii)

For purposes of these Vesting Provisions, the term “Qualified Retirement” means voluntary termination of employment by the employee on or after the employee reaches the age of 65 and the employee has established four (4) years of seniority as an employee of Lithia Motors Support Services, Inc., or any other affiliate of Lithia Motors, Inc.

EXHIBIT 10.4.2

(for non-executive directors)

LITHIA MOTORS, INC.

RESTRICTED STOCK UNIT AGREEMENT


The “Grantee”

Number of Units Granted
		(the “Grant Shares”)

“Date of Award”

Price Paid by Grantee per Share		$ 0

Fair Market Value per Share on Date of Award		$

1.	AWARD OF RESTRICTED STOCK UNIT GRANT

100% of the end of the Grantee 2011/2012 service period on the Board of Directors.

In the event Grantee is unable to continue to provide services to Company during the term of this Agreement because of disability or death, the Award shall vest on a pro-rata basis (based on percentage of time served using a 12 month service period beginning on the Date of Award). In the event of a Corporate Transaction, the Award shall vest in full upon the date of such Corporate Transaction. If the Grantee is unable to complete his or her board term for any reason other than a Corporate Transaction, death or disability, the Award shall be forfeited unless, in the sole discretion of the Committee, the Committee elects to accelerate the Award, in whole or in part. If as a result of accelerating the vesting the Grantee is to receive a fractional share, the number of shares vesting shall be rounded up to the next whole share.

(for non-executive directors)

2.	REPRESENTATIONS OF THE GRANTEE

3.	GENERAL RESTRICTIONS OF TRANSFERS OF UNVESTED SHARES

(for non-executive directors)

4.	PROVISION FOR PAYMENT OF TAX WITHHOLDING AMOUNTS

5.	MISCELLANEOUS PROVISIONS

5.2 Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of all of the parties hereto.

(for non-executive directors)

5.7 Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not constitute a part hereof.

(for non-executive directors)

IN WITNESS WHEREOF, the Grantee and the Company have executed this Agreement effective as of the Date of Award.


The GRANTEE
	Signature

	Type or Print Name:

	Social Security Number:

COMPANY	LITHIA MOTORS, INC.

	By:
		Chris Holzshu, CFO

*	Please take the time to read and understand this agreement in its entirety. If you have any specific questions or don’t fully understand any of the provisions, please contact Chris Holzshu in writing within 10 days of receipt of this agreement.

(for non-executive directors)

RESTRICTED STOCK UNIT AGREEMENT

Schedule A – Vesting Schedule

VESTING PROVISIONS

Except in the event of Disability (as that term is defined in the Plan) or Death, the Grant Shares shall vest on the anniversary date of the Award as follows:

Annual Shareholder

Meeting Date

Vesting of

Grant Shares

April

100

In the event of Disability or Death, the Grant Shares shall vest on a pro-rated basis based on the service period completed by the Grantee after the Date of Award.

Notwithstanding the foregoing:

(i)

(ii)

upon the occurrence of a Corporate Transaction (as defined in the Plan), all unvested Grant Shares shall vest as of the effective date of the Corporate Transaction, not withstanding the terms of the foregoing vesting schedule.

EXHIBIT 10.16.5

TWELFTH AMENDMENT TO LOAN AGREEMENT

This Twelfth Amendment to Loan Agreement (this “Agreement”) dated as of December 21, 2010, is entered into among Lithia Motors, Inc., an Oregon corporation (“Borrower”); the lenders which are from time to time parties to the Loan Agreement (each a “Lender” and any two or more “Lenders”); and U.S. Bank National Association, as agent for the Lenders (in such capacity, “Agent”).

R E C I T A L S

A. Borrower, the Lenders and Agent have entered into a Loan Agreement dated as of August 31, 2006, which has been amended from time to time, including by amendments dated as of June 29, 2007, February 13, 2008, March 17, 2008, August 15, 2008, December 12, 2008, March 31, 2009, October 28, 2009, January 14, 2010, February 17, 2010, June 29, 2010, and July 16, 2010 (collectively, the “Loan Agreement”).

B. The parties wish to modify the terms and conditions of the Loan Agreement, as set forth below.

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment to Loan Agreement. The definition of the following term in Section 1.1 of the Loan Agreement is deleted and replaced with the following:

“ Letter of Credit Commitment ” means an amount equal to $3,000,000.00.

2. Guarantor Name Changes. L2 Auto of Texas, Inc. (“L2”) has changed its name to Lithia of Texas, Inc. (“LTI”) and Lithia of Redding, Inc. (“LRI”) has changed its name to Lithia of Concord, Inc. (“LCI”). By signing the Acknowledgment attached hereto, (a) LCI hereby acknowledges and agrees that all indebtedness and obligations of LRI to Agent and the Lenders are, as a matter of law, obligations of LCI to Agent and the Lenders and all agreements of LRI with or for the benefit of Agent and the Lenders, including without limitation each guaranty executed by LRI are and shall be binding upon LCI, (b) LTI hereby acknowledges and agrees that all indebtedness and obligations of L2 to Agent and the Lenders are, as a matter of law, obligations of LTI to Agent and the Lenders and all agreements of L2 with or for the benefit of Agent and the Lenders, including without limitation each guaranty executed by L2 are and shall be binding upon LTI, and (c) LTI and LCI agree that all references to L2 or LRI in the Loan Agreement or any other Loan Document or in any promissory note, guaranty, loan agreement, security agreement, and any other document, instrument or agreement executed by either of them with or for the benefit of Agent and the Lenders, shall hereafter shall be deemed to refer to and are hereby amended to refer to LTI and LCI, respectively. LTI and LCI authorize Agent to file such UCC financing statements or amendments to existing financing statements as it deems necessary to perfect or protect its security interest in any property in which Agent and the Lenders have a security interest.

Page 1

3. Conditions Precedent. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions:

3.1 Agent has received executed originals of this Agreement and such other Loan Documents as Agent requires and Borrower and each Guarantor have provided such information and satisfied such requirements as Agent reasonably requires.

3.2 No Default shall have occurred and be continuing under the Loan Agreement, or will exist after giving effect to the transactions contemplated hereby and the amendments made by this Agreement.

3.3 All representations and warranties in the Loan Agreement and in this Agreement are true and correct as of the date of this Agreement.

4. Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement.

5. Reaffirmation; Release. By signing this Agreement or the attached Acknowledgment:

5.1 Reaffirmation. Borrower and each Guarantor (each, a “Loan Party”) affirm that the representations and warranties in each of the existing Loan Documents are and will be true, correct and complete as of the date hereof, and agree that (i) except as amended previously or in connection herewith, each Loan Document is and shall remain valid and enforceable in accordance with its terms and (ii) such Borrower or Guarantor has no claims, defenses, setoffs, counterclaims or claims for recoupment against Agent, the Lenders, or the indebtedness and obligations represented by the Notes, Guaranties, Security Documents and other Loan Documents.

5.2 Release . Each Loan Party hereby releases, acquits, and forever discharges Agent, each Lender, their parent corporations, affiliates, subsidiaries, employees, successors, agents, assigns, representatives, and attorneys (collectively, “Lenders’ Agents”), and each of them, of and from any and all liability, claims, demands, damages, actions, causes of action, defenses, counterclaims, setoffs, or claims for recoupment of whatsoever nature, whether known or unknown, whether in contract or tort or otherwise, arising directly or indirectly from, or in any way related to the Loan Agreement, this Agreement, the Guaranties and the other Loan Documents, any other indebtedness or obligations of any Loan Party to Agent or any one or more of the Lenders or to the relationship between any Loan Party and Agent, any Lender, or Lenders’ Agents.

6. References. On and after the effective date of this Agreement, all references in the Loan Agreement and the other Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby.

7. Representations and Warranties. Each Loan Party represents and warrants to Agent and the Lenders as follows:

7.1 Authorization. (a) It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement as amended by this Agreement (the “Amended Agreement”), (b) its

Page 2

execution, delivery and performance of this Agreement and the other Loan Documents and all documents to be executed, delivered or performed by it have been duly authorized by all necessary entity action, do not require the approval of any governmental agency or other Person, do not contravene any law, regulation, rule, order, or restriction binding on it or its articles of incorporation or other organizational documents, and do not contravene the provisions of or constitute a default under any agreement or instrument to which it is a party or by which it may be bound or affected, and (c) this Agreement has been duly executed and delivered by each Loan Party and this Agreement and the Amended Agreement are the legally valid and binding obligations of each Loan party, enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

7.2 Absence of Default . No Event of Default has occurred and is continuing and no event will result from the consummation of the transactions contemplated by this Agreement that would constitute a Default or Event of Default.

8. Expenses. Borrower shall pay all outside and/or third party costs, fees and expenses (including without limitation, attorney fees) incurred by Agent and each Lender in connection with the preparation, negotiation, execution, and delivery of this Agreement and any other document required to be furnished herewith.

9. Recitals. The Recitals are hereby incorporated herein.

10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of said counterparts taken together shall be deemed to constitute but one document.

11. Disclosure. Under Oregon law, most agreements promises and commitments made by lender concerning loans and other credit extensions which are not for personal, family or household purposes or secured solely by the borrower’s residence must be in writing, express consideration and be signed by the lender to be enforceable .


LITHIA MOTORS, INC.		U.S. BANK NATIONAL ASSOCIATION, as Agent, Lender and Issuing Lender

By:	/s/ Sidney DeBoer	By:	/s/ Teresa M. Nilsen


Name:		Sidney DeBoer				Name:		Teresa M. Nilsen


Title:		Chief Executive Officer				Title:		V.P.



By:		/s/ Bryan DeBoer


Name:		Bryan DeBoer


Title:		Chief Operating Officer

Page 3

ACKNOWLEDGMENT AND CONSENT OF GUARANTORS

Each Guarantor hereby acknowledges, consents, and agrees to all terms and conditions of the foregoing amendment.

Hutchins Eugene Nissan, Inc.

Hutchins Imported Motors, Inc.

LAD Advertising, Inc.

LGPAC, Inc.

Lithia Auto Services, Inc.

Lithia BNM, Inc.

Lithia DE, Inc.

Lithia DM, Inc.

Lithia Financial Corporation

Lithia Aircraft, Inc.

Lithia HPI, Inc.

Lithia Klamath, Inc.

L2 Auto, Inc.

Lithia Medford Hon, Inc.

Lithia Motors Support Services, Inc.

Lithia MTLM, Inc.

Lithia of Roseburg, Inc.

Lithia Real Estate, Inc.

Lithia Rentals, Inc.

Lithia Rose-FT, Inc.

Lithia SOC, Inc.

Lithia Imports of Anchorage, Inc.

Lithia NA, Inc.

Lithia of Anchorage, Inc.

Lithia of Fairbanks, Inc.

Lithia of South Central AK, Inc.

Lithia CIMR, Inc.

Lithia DC, Inc.

Lithia FMF, Inc.

Lithia JEF, Inc.

Lithia MMF, Inc.

Page 4

Lithia NF, Inc.

Lithia of California, Inc.

Lithia of Eureka, Inc.

Lithia Seaside, Inc.

Lithia Sea P, Inc.

Lithia of Santa Rosa, Inc.

Lithia TR, Inc.

Lithia Centennial Chrysler Plymouth Jeep, Inc.

Lithia Cherry Creek Dodge, Inc.

Lithia Colorado Jeep, Inc.

Lithia Colorado Springs Jeep Chrysler Plymouth, Inc.

Lithia Foothills Chrysler, Inc.

Lithia of Thornton, Inc.

Lithia CCTF, Inc.

Lithia Ford of Boise, Inc.

Lithia of Caldwell, Inc.

Lithia of Pocatello, Inc.

Lithia Poca-Hon, Inc.

Lithia of TF, Inc.

Lithia MBDM, Inc.

Lithia of Des Moines, Inc.

Lithia CDH, Inc.

Lithia HGF, Inc.

Lithia of Billings, Inc.

Lithia of Great Falls, Inc.

Lithia of Helena, Inc.

Lithia of Missoula, Inc.

Lithia CJD of Omaha, Inc.

Lithia CJDSF, Inc.

Lithia Reno Sub-Hyun, Inc.

Lithia SALMIR, Inc.

Lithia ND Acquisition Corp. #1

Lithia ND Acquisition Corp. #3

Lithia ND Acquisition Corp. #4

Lithia Automotive, Inc.

Camp Automotive, Inc.

Lithia DC of Renton, Inc.

Lithia Dodge of Tri-Cities, Inc.

Lithia HyR, Inc.

Lithia of Seattle, Inc.

Lithia of Spokane, Inc.

Lithia of Cedar Rapids #1, Inc.

Lithia of Cedar Rapids #3, Inc.

Lithia AcDM, Inc.

Lithia HDM, Inc.

Lithia NDM, Inc.

Lithia VAuDM, Inc.

Lithia Bryan Texas, Inc.

Lithia CJDO, Inc.

Lithia CJDSA, Inc.

Lithia CM, Inc.

Lithia CO, Inc.

Lithia CSA, Inc.

Lithia DMID, Inc.

Lithia HMID, Inc.

Lithia NSA, Inc.

Lithia of Abilene, Inc.

Lithia of Corpus Christi, Inc.

Lithia of Midland, Inc.

Lithia TA, Inc.

Lithia TO, Inc.

Lithia Community Development Company, Inc.

L2 Auto of Colorado, Inc.

Lithia of Texas, Inc.

L2 Auto of Idaho, Inc.

Lynnwood Properties, LLC

L2 Auto of Oregon, LLC

Lithia of Concord, Inc.

Lithia of Bend #1, LLC

Lithia of Bend #2, LLC

Lithia of Billings II LLC


By:		/s/ Sidney DeBoer


Name:		Sidney DeBoer


Title:		Authorized Agent



By:		/s/ Bryan DeBoer


Name:		Bryan DeBoer


Title:		Authorized Agent

EXHIBIT 10.22

LOGO

LITHIA MOTORS, INC.

EXECUTIVE MANAGEMENT NON-QUALIFIED

DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN

Prepared by:

LOGO

601 SW Second Avenue, Suite 2100

Portland, OR 97204

(503) 778-2149

TABLE OF CONTENTS


ARTICLE 1 PURPOSE; DATE		1

ARTICLE 2 DEFINITIONS		1
2.1	Account	1
2.2	Account Balance	1
2.3	Affiliates	1
2.4	Annual Installment Method	2
2.5	Base Salary	2
2.6	Beneficiary	2
2.7	Board	2
2.8	Bonus Compensation	2
2.9	Change in Control	3
2.10	Class Year Account	3
2.11	Code	3
2.12	Committee	3
2.13	Company	3
2.14	Deferrable Compensation	3
2.15	Deferrable Compensation Payment Date	4
2.16	Deferral Period	4
2.17	Determination Date	4
2.18	Disability	5
2.19	Discretionary Contributions	5
2.20	Discretionary Contributions Account	5
2.21	Earnings	5
2.22	Effective Date	5
2.23	Elective Deferral Contributions	5
2.24	Elective Deferral Contributions Account	6
2.25	Eligible Employee	6
2.26	Employee	6
2.27	ERISA	6
2.28	Ineligible Employee	6
2.29	Notice of Discretionary Contribution Award	7
2.30	Participant	7
2.31	Participation Election	7
2.32	Part-Year Participant	7
2.33	Plan	7
2.34	Plan Year	7
2.35	Separation from Service	8
2.36	Specified Employee	8
2.37	Subaccount	8
2.38	Unforeseeable Financial Emergency	8


ARTICLE 3 PARTICIPATION AND DEFERRALS		9
3.1	Eligibility and Participation	9
3.2	Form of Deferral	10
3.3	Limitations on Deferrals	10
3.4	Continuation of Deferral Amount	10
3.5	Effect of Disability on Participation Elections	11

ARTICLE 4 ELECTIVE DEFERRAL CONTRIBUTIONS		11
4.1	Withholding of Elective Deferral Contributions	11
4.2	Timing of Credits; Tax and Other Withholding	11
4.3	Vesting of Accounts; Forfeiture	11

ARTICLE 5 DISCRETIONARY CONTRIBUTIONS		12
5.1	Discretionary Contributions	12
5.2	Vesting of Accounts; Forfeiture	12

ARTICLE 6 ACCOUNTS		12
6.1	Account	12
6.2	Determination of Accounts and Subaccounts	13
6.3	No Actual Investments	13
6.4	Statement of Accounts	13
6.5	Tax and Other Withholding	14

ARTICLE 7 BENEFIT PAYMENTS		14
7.1	Early Withdrawals	14
7.2	Separation from Service	16
7.3	Distributions due to Qualified Domestic Relations Orders, 409A Taxation	17
7.4	Withholding; Payroll Taxes	17
7.5	Payments Subject to Code Section 162(m)	17
7.6	Payment to Guardian	18
7.7	Payments to Specified Employees	18
7.8	Payments upon Death	18
7.9	Permissible Acceleration of Payments Under Treasury Regulations	18

ARTICLE 8 BENEFICIARY DESIGNATION		18
8.1	Beneficiary	18
8.2	Beneficiary Designation; Change	19
8.3	Acknowledgment	19
8.4	No Beneficiary Designation	19
8.5	Doubt as to Beneficiary	19
8.6	Discharge of Obligations	19

ARTICLE 9 ADMINISTRATION		19
9.1	Powers and Authority of the Company	19
9.2	Plan Administrator	20
9.3	Binding Effect of Decisions	21
9.4	Indemnification	21
9.5	Effect of a Mistake	22


ARTICLE 10 AMENDMENT AND TERMINATION OF PLAN		22
10.1	Amendment	22
10.2	Company’s Right to Terminate	22
10.3	Adoption of Plan by Affiliates	23
10.4	Action Binding on Participating Affiliates	23
10.5	Termination of Participating Affiliate	23

ARTICLE 11 MISCELLANEOUS		23
11.1	Unfunded Plan	23
11.2	Unsecured General Creditor	24
11.3	Trust Fund	24
11.4	Nonassignability	25
11.5	Not a Contract of Employment	25
11.6	Governing Law	25
11.7	Validity	25
11.8	Successors	25
11.9	Captions	26
11.10	Entire Agreement	26
11.11	Code Section 409A	26
11.12	Furnishing Information	26
11.13	Insurance	27

ARTICLE 12 CLAIMS PROCEDURES		27
12.1	Presentation of Claim	27
12.2	Notification of Decision	27
12.3	Review of a Denied Claim	28
12.4	Decision on Review	28
12.5	Legal Action	28

iii

ARTICLE 1

PURPOSE; DATE

The purpose of the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan is to provide current tax planning opportunities as well as supplemental funds for retirement or death for a select group of management or highly compensated Employees of the Company. It is intended that the benefits provided under the Plan will aid in attracting and retaining individuals of exceptional ability. The Plan is a nonqualified deferred compensation plan intended to be an unfunded plan as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

ARTICLE 2

DEFINITIONS

Whenever used in this document, the following terms shall have the meanings set forth in this Article 2 unless a contrary or different meaning is expressly provided:

2.1 Account

“Account” means the separate account established and maintained for each Participant which represents his or her interest in the Plan as of any date, and which consists of the sum of the following Subaccounts, as adjusted for allocations of Earnings, distributions and other factors that may affect the value of such Subaccounts: the Elective Deferral Contributions Account and the Discretionary Contributions Account.

2.2 Account Balance

“Account Balance” means, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Elective Deferral Contribution Account balance and (ii) the vested balance in the Participant’s Discretionary Contributions Account. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

2.3 Affiliates

“Affiliates” means (a) any corporation which, together with the Company, is part of a controlled group of corporations as defined in Code Section 414(b); and (b) any unincorporated trade or business that is under common control with the Company as defined in Code Section 414(c). The applicable percentages for the tests under Code Sections 414(b) and (c) (and Code Section 1563(a), as applicable) shall remain unchanged for purposes of the Plan, to the extent provided in Treasury Regulation Section 1.409A-1(h)(3).

2.4 Annual Installment Method

“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the last business day of each calendar year. Payments due to be made in any year shall be paid as soon as practicable after the beginning of the year, based upon the participant’s Account Balance as of the end of the prior year, but in no event later than the 15th day of the third month after the end of the prior year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition.

2.5 Base Salary

“Base Salary” means the cash compensation relating to services performed during any calendar year, excluding Bonus Compensation, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Employer (including this Plan) and shall be calculated to exclude amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f) or 401(k) pursuant to plans established by the Company; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

2.6 Beneficiary

“Beneficiary” means the person, persons or entity (approved by the Committee) and entitled under Article 8 to receive any Plan benefits payable after a Participant’s death.

2.7 Board

“Board” means the Board of Directors of the Company, including any committee of the Board to which the Board has delegated authority with respect to the Plan.

2.8 Bonus Compensation

“Bonus Compensation” means any and all bonuses or incentive compensation earned by a Participant in a Plan Year (whether or not earned on the basis of services performed over an annual period) under any cash bonus or incentive plan program of the Company or any Affiliate, including commissions, and whether or not paid in such Plan Year. Notwithstanding the foregoing to the contrary, Bonus Compensation excludes Discretionary Contributions awarded under this Plan.

2.9 Change in Control

“Change in Control” means the occurrence of an event described in Code Section 409A(a)(2)(A)(v) or the final Treasury Regulations issued thereunder, with respect to the Company or an Affiliate which is the Participant’s Employer.

2.10 Class Year Account

“Class Year Account” means each of a Participant’s Subaccounts, plus Earnings thereon for each Plan Year that a contribution is made (e.g., 2011 Elective Deferral Contributions Account, 2012 Discretionary Contributions Account, etc.).

2.11 Code

“Code” means the Internal Revenue Code of 1986, as amended.

2.12 Committee

“Committee” means the Compensation Committee of the Company’s Board, which has administrative authority under the Plan pursuant to Article 9. Where applicable, “Committee” also refers to any individual or entity to which the Committee has delegated authority to act with respect to the Plan.

2.13 Company

“Company” means Lithia Motors, Inc., an Oregon corporation, and any successor thereto which assumes its obligations under the Plan. Except as used in Article 10, “Company” also includes any participating Affiliates. Where applicable, “Company” also refers to any individual or entity to which the Company has delegated authority to act with respect to the Plan, including the Committee pursuant to Section 9.1.

2.14 Deferrable Compensation

“Deferrable Compensation” means, for the period specified in a Participation Election, all Base Salary and Bonus Compensation payable to a Participant in cash and any other amounts that would be paid in cash but for a compensation reduction agreement pursuant to Code Section 125, 132(f)(4) or 401(k) or pursuant to the Participant’s Elective Deferral Contributions made under the Plan. However, the following items shall not be included in the Participant’s Deferrable Compensation:

(a) Distributions from the Plan and any other taxable distributions received by the Participant from an unfunded, nonqualified plan of deferred compensation;

(b) Bonus or other incentive payments other than Bonus Compensation;

(c) Allowances, including hardship allowances, office stipend allowances (i.e., certain amounts provided to help employees set up home offices), relocation allowances, car allowances, parking allowances, store mileage allowances, housing allowances for expatriates, cost-of-living adjustment allowances; child education allowances, any military allowance, and any tax allowances for expatriates;

(d) Gifts and awards, whether paid in kind or in cash (other than cash awards designated by the Company as includable in Deferrable Compensation at the time of the award);

(e) Severance pay;

(f) Sign-on bonuses;

(g) Non-U.S. source income paid to Participants who are U.S. citizens;

(h) Tuition reimbursement and child day care scholarships;

(i) Short-term and long-term disability benefit income;

(j) Discretionary Contributions under this Plan; and

(k) Differential wage payments paid to employees in qualified military service.

2.15 Deferrable Compensation Payment Date

“Deferrable Compensation Payment Date” means, with respect to a Plan Year, each date during that Plan Year on which Deferrable Compensation is paid (or would be paid, but for an election pursuant to a Participation Election to have the Deferrable Compensation otherwise payable on that date reduced). For example, each date on which a regular payroll check for a payroll period is given to an Eligible Employee is a Deferrable Compensation Payment Date.

2.16 Deferral Period

“Deferral Period” means the 12-month period beginning on January 1 and ending December 31, or the period ending on December 31 that is established by the Committee for part-year participation.

2.17 Determination Date

“Determination Date” means the last day of each calendar month.

2.18 Disability

“Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, incapable of continuing his or her usual and customary employment with the Company and is receiving income replacement benefits for a period of not less than three months from the Company’s long-term disability plan (or if not eligible to participate in any such plan, is unable to engage in any substantial gainful activity by reason of such impairment). This definition is intended to be applied in accordance with and be no more expansive than the definition of “Disability” under Code Section 409A.

2.19 Discretionary Contributions

“Discretionary Contributions” means the contributions, if any, made by the Company to the Plan. The aggregate amount of Discretionary Contributions allocated to the Plan for any Plan Year shall be such amount as determined by the Board in its sole discretion. The vesting schedule for Discretionary Contributions shall be the schedule shown in Section 5.2, or such other schedule the Board shall determine at the time it elects to make Discretionary Contributions.

2.20 Discretionary Contributions Account

“Discretionary Contributions Account” means the Subaccount recording Discretionary Contributions made to the Plan on behalf of the Participant pursuant to Section 5.2, as adjusted for allocations of Earnings, distributions and other factors affecting the value of such Subaccount.

2.21 Earnings

“Earnings” for each Subaccount means the amount credited or debited to the Subaccount on each Determination Date in a Plan Year, which shall be credited or debited at the Earnings Rate (defined in Section 6.2(d)) that applies for such Plan Year.

2.22 Effective Date

“Effective Date” means February 22, 2011, which was the date this Plan first became effective.

2.23 Elective Deferral Contributions

“Deferral Contributions” means the Base Salary and/or Bonus Compensation deferred by a Participant in accordance with Article 3 and allocated to his or her Deferral Contributions Account, pursuant to Section 4.2.

2.24 Elective Deferral Contributions Account

“Deferral Contributions Account” means the Subaccount recording Deferral Contributions of the Participant pursuant to Section 4.2, as adjusted for allocations of Earnings, distributions and other factors affecting the value of such Subaccount.

2.25 Eligible Employee

“Eligible Employee” means, for any Plan Year, any employee who: (a) holds a position at the Company or at any of its participating Affiliates at a “Director” level or higher and (b) has been designated as eligible to participate in this Plan by the Compensation Committee. Subject to the provisions of the Plan, all Eligible Employees will be eligible to defer compensation and receive benefits at the time and in the manner provided hereunder. Notwithstanding anything in the Plan to the contrary, no employee who is eligible to participate in the Executive Nonqualified Deferred Compensation Agreement adopted by the Company in 2009 (i.e., Company executives with a title of Senior Vice President and higher) shall be permitted to make Elective Deferral Contributions under this Plan earlier than the Plan Year beginning January 1, 2012.

2.26 Employee

“Employee” means a person classified by the Company as an employee of the Company or its participating Affiliates. “Employee” for purposes of the Plan shall not include an individual whom the Company classifies as an independent contractor but who is reclassified as a common law employee of the Company or any of its participating Affiliates by a federal, state or local government agency, a court judgment or a settlement or similar agreement resulting from agency or court proceedings.

2.27 ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.28 Ineligible Employee

“Ineligible Employee” means, regardless of whether he or she would qualify as an Eligible Employee, any employee who is:

(a) An individual who falls outside of the top-hat group; i.e. those Employees who are not part of a select group of management or highly compensated employees (as described in Section 11.1), as determined by the Committee;

(b) Covered by a collective bargaining agreement;

(d) Leased from another company;

(e) A temporary employee as defined in the Company’s Human Resources policies; or

(f) Not on a United States payroll of the Company (such as a nonresident alien with no U.S. source of income).

2.29 Notice of Discretionary Contribution Award

“Notice of Discretionary Contribution Award” means a written notice of award evidencing the amount of and terms governing each such Discretionary Contribution. The terms governing each such Discretionary Contribution shall include (a) vesting conditions and (b) the date(s) on which payment is to commence for the Class Year Account to which the Discretionary Contribution is credited.

2.30 Participant

“Participant” means an Eligible Employee who has elected to defer a portion of his or her Base Salary and/or Bonus Compensation under the Plan. A person remains a Participant as long as he or she has an Account under the Plan, whether or not he or she remains an Eligible Employee. In addition, where applicable, the term “Participant” may also include a Beneficiary or an alternate payee under a qualified domestic relations order (as defined in Code Section 414(p)(1)(B)) to the extent an Account Balance is maintained under the Plan for such Beneficiary or alternate payee.

2.31 Participation Election

“Participation Election” means the most recent election properly submitted by an Eligible Employee to the Committee prior to the beginning of a Deferral Period, subject to Section 3.1, specifying the amount to be deferred for such Deferral Period. The Eligible Employee shall also elect the form and timing of payment in the Participation Election for each Class Year Account related to such Deferral Period. Such election may be submitted in any form permitted by the Committee.

2.32 Part-Year Participant

“Part-Year Participant” means an Eligible Employee who becomes newly eligible to participate in the Plan and who participates in the Plan subject to Section 3.1(b).

2.33 Plan

“Plan” means this Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan, as amended from time to time.

2.34 Plan Year

“Plan Year” means the calendar year.

2.35 Separation from Service

“Separation from Service” means a Participant’s termination of employment with the Company and all of its Affiliates that constitutes a “separation from service” within the meaning of Code Section 409A.

2.36 Specified Employee

“Specified Employee” is a Participant who, as of the date of his or her Separation from Service, is a key employee of the Company or any of its Affiliates (excluding entities or organizations required to be aggregated pursuant to Code Section 414(m) or 414(o)), but only if the stock of the Company or any such Affiliates is publicly traded on an established securities market or otherwise on such date. A Participant is a “key employee” if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a “specified employee identification date.” If a Participant is a key employee as of December 31, the Participant shall be treated as a Specified Employee for the entire 12-month period beginning on the next following January 1.

2.37 Subaccount

“Subaccount” means one or more of the Elective Deferral Contributions Account and the Discretionary Contributions Account.

2.38 Unforeseeable Financial Emergency

“Unforeseeable Financial Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example: (a) imminent foreclosure of or the Participant’s eviction from the Participant’s primary residence may constitute an Unforeseeable Financial Emergency; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Financial Emergency; (c) the need to pay for the funeral expenses of a spouse, a beneficiary, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)) may also constitute an Unforeseeable Financial Emergency; and (d) the purchase of a home and the payment of college tuition are not Unforeseeable Emergencies.

ARTICLE 3

PARTICIPATION AND DEFERRALS

3.1 Eligibility and Participation

(a) Annual Participation . An Eligible Employee may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Election to the Committee by the date or dates selected by the Committee, which date or dates shall in no event be later than December 31 of the year preceding the immediately following Deferral Period to which the Participation Election relates.

(b) Part-Year Participation . An Employee who becomes newly eligible to participate in the Plan may begin his or her participation in the Plan by submitting a Participation Election to the Committee within thirty (30) days after the date the Employee is initially eligible to participate in the Plan pursuant to Section 3.1(a), or such earlier date set by the Committee. The Participation Election shall be effective for the deferral of only Base Salary paid for services to be performed after the effective date of the Participation Election. No deferral election under this Section 3.1 shall apply to Bonus Compensation. If no Participation Election is submitted within the Employee’s 30-day (or shorter) election period, the Employee shall next be eligible to participate beginning January 1 of the next following calendar year and must submit a Participation Election in accordance with Section 3.1(a). This Section 3.1(c) shall also apply to an Employee who becomes eligible to participate in the Plan even if he or she was previously so eligible, provided that such Employee was not eligible at any time during the 24-month period ending on the date when he or she again becomes eligible to participate in the Plan. For purposes of the foregoing sentence, with respect to any Account maintained on behalf of an Employee, the accrual of Earnings pursuant to Article 6 shall not be treated as eligibility to participate in the Plan.

(c) Change in Employment Status . If a Participant is no longer a member of the eligible group of Employees, any Participation Election currently in effect shall be continued to the end of the Deferral Period, but no new Participation Election may be made by such Participant for the corresponding Deferral Period. All Account Balances for such Participant shall remain in the Plan until they are distributed under the terms of Article 7.

(d) Leaves of Absence .

(i) Paid Leave of Absence . If a Participant is authorized by his or her employer for any reason to take a paid leave of absence from the employment of the employer, the Participant shall continue to be considered employed by the employer and the Participant’s elective deferrals shall continue to be withheld during such paid leave of absence in accordance with Section 3.4.

(ii) Unpaid Leave of Absence . If a Participant is authorized by his or her employer for any reason to take an unpaid leave of absence from the employment of the employer, the Participant shall continue to be considered employed by the employer and

the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires, or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

3.2 Form of Deferral

An Eligible Employee may elect a deferral in the Participation Election as follows:

(a) The deferral of a portion of:

(i) the Base Salary payable by the Company during the applicable Deferral Period; or

(ii) the Bonus Compensation payable by the Company during the applicable Deferral Period, but only to the extent such deferral is made under Section 3.1(a).

(b) For purposes of deferrals of Base Salary or Bonus Compensation, the amount to be deferred shall be stated as a percentage, not to exceed the maximums and not to be less than the minimums described in Section 3.3, or in such other manner as provided by the Committee.

3.3 Limitations on Deferrals

The following limitations shall apply to deferrals:

(a) Maximum . With respect to a Deferral Period, maximum deferral percentages are as follows: 50% of Base Salary; 100% of Bonus Compensation.

(b) Minimum . The minimum dollar amount for deferral under this Plan with respect to any Deferral Period is $5,000.

(c) Changes in Minimum or Maximum . The Committee may change the minimum or maximum deferral amounts from time to time upon written notice. No such change may affect the amount specified in a Participation Election made prior to the Committee’s action.

3.4 Continuation of Deferral Amount

Once an Eligible Employee has submitted a Participation Election, the elected deferral amount shall remain in effect for the applicable Deferral Period. The election shall be irrevocable as of December 31 immediately preceding such Deferral Period except as provided in Sections 3.5 and 7.1(c). The Committee shall establish such rules as it may decide with respect to the modification or termination of the Participation Election prior to it becoming irrevocable.

3.5 Effect of Disability on Participation Elections

A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Elective Deferral Contributions commitment that would otherwise have been withheld from a Participant’s Base Salary and/or Bonus Compensation for the Plan Year during which the Participant first suffers a Disability; provided, however, that such reduction shall take effect by the later of (1) the end of the Plan Year in which the Participant becomes Disabled or (2) the 15 ^th day of the third month following the date such Disability occurred. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of this Plan.

ARTICLE 4

ELECTIVE DEFERRAL CONTRIBUTIONS

4.1 Withholding of Elective Deferral Contributions

For each Plan Year, Elective Deferral Contributions shall be withheld each Deferrable Compensation Payment Date in the percentage amount elected in the applicable Participation Election for that Plan Year.

4.2 Timing of Credits; Tax and Other Withholding

Elective Deferral Contributions shall be credited to the Elective Deferral Contributions Account in accordance with rules established by the Committee and by such deadlines as the Committee shall establish, in its discretion. Any withholding of taxes or other amounts, including FICA and Medicare taxes, with respect to Elective Deferral Contributions that is required by state, federal or local law shall be withheld from corresponding nondeferred compensation.

4.3 Vesting of Accounts; Forfeiture

Each Participant shall be 100% vested at all times in the amounts credited to such Participant’s Elective Deferral Contributions Account, including Earnings. Notwithstanding the foregoing to the contrary, if the Committee determines that a Participant was terminated from employment by the Company (or an Affiliate) for misconduct, willfully or wantonly harmful to the Company (or an Affiliate), the Participant shall forfeit the entire balance of his or her Elective Deferral Contributions Account.

ARTICLE 5

DISCRETIONARY CONTRIBUTIONS

5.1 Discretionary Contributions

Each Plan Year, the Company may determine whether to make Discretionary Contributions for that Plan Year and the amount of the aggregate Discretionary Contributions. If the Company determines to make such Discretionary Contributions, the Committee shall determine how the Discretionary Contributions are to be allocated among the Participants’ Discretionary Contributions Accounts, including whether and to what extent any individual, group, or groups of Participants shall participate in the allocation of such contribution. A Participant’s Discretionary Contributions shall be credited to the Discretionary Contributions Account as of the time selected by the Committee.

5.2 Vesting of Accounts; Forfeiture

(a) A Participant shall vest in any Discretionary Contributions, including Earnings, made with respect to a given Plan Year under the schedule applied by the Committee to such Discretionary Contributions for that Plan Year. This schedule will be as set forth in the Notice of Discretionary Contribution Award underlying each such Discretionary Contribution.

(b) In the event a Change in Control occurs prior to a Participant’s Separation from Service, the Participant’s Discretionary Contributions Account shall become 100% vested.

(c) In the event of a Participant’s separates from Service on account of death or Disability, the Participant’s Discretionary Contributions Account shall become 100% vested.

(d) The unvested portion of a Participant’s Discretionary Contributions account shall be automatically and irrevocably forfeited upon the Participant’s Separation from Service, except in the case of a Separation from Service on account of death or Disability.

(e) If the Committee determines that a Participant was terminated from employment by the Company for misconduct, willfully or wantonly harmful to the Company, the Participant shall forfeit the entire balance of his or her Discretionary Contributions Account, whether or not vested.

ARTICLE 6

ACCOUNTS

6.1 Account

For record-keeping purposes only, a Participant’s Elective Deferral Contributions, Discretionary Contributions, and Earnings on each type of contribution shall be credited to the Participant’s respective Subaccounts, and, in the aggregate, to the Participant’s Account. The Account and Subaccounts shall be bookkeeping devices utilized for the sole purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets.

6.2 Determination of Accounts and Subaccounts

Each Participant’s Account and Subaccounts as of each Determination Date shall consist of the balance of the Account and Subaccounts as of the immediately preceding Determination Date, adjusted as follows:

(a) Elective Deferral Contributions . The Account and Subaccounts shall be increased by any Elective Deferral Contributions credited since such immediately preceding Determination Date.

(b) Discretionary Contributions . The Account and Subaccounts shall be increased by Discretionary Contributions, if any, credited since such immediately preceding Determination Date.

(c) Distributions . The Account and Subaccounts shall be reduced by any benefits distributed to the Participant since such immediately preceding Determination Date.

(d) Earnings . The Account and Subaccounts shall be credited or debited on a monthly basis with an earnings rate computed in the same way as interest (the “Earnings Rate”) determined by the Committee and communicated to Participants no later than thirty (30) days prior to the commencement of the Plan Year for which the Earnings Rate is to be effective.

6.3 No Actual Investments

Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Earnings Rate is to be used for measurement purposes only, and the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account shall not be considered or construed in any manner as an actual investment of the Participant’s Account in any investments. In the event that the Company or the Trustee(s) (as that term is defined in the Trust), in its own discretion, decides to invest funds in any investments, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

6.4 Statement of Accounts

The Committee shall give to each Participant a statement showing the balances in the Participant’s Account and Subaccounts on a quarterly basis or at such other times as may be determined by the Committee.

6.5 Tax and Other Withholding

Any withholding of taxes or other amounts with respect to Discretionary Contributions, including Earnings that is required by state, federal or local law shall be withheld from the Participant’s nondeferred compensation.

(a) Elective Deferral Contributions . For each Plan Year in which a Participant has elected to make Elective Deferral Contributions, the Participant’s employer shall withhold from that portion of the Participant’s Base Salary and/or Bonus Compensation that is not being deferred, in a manner determined by the employer, the Participant’s share of FICA and other employment taxes on such Elective Deferral Contribution amounts. If necessary, the Committee may reduce the Elective Deferral Contribution amount in order to comply with this Section 6.5(a).

(b) Discretionary Contributions . When a Participant becomes vested in a portion of his or her Discretionary Contribution account, the Participant’s employer shall withhold from the Participant’s Base Salary and/or Bonus Compensation that is not being deferred, in a manner determined by the employer, the Participant’s share of FICA and other employment taxes or such amount. If necessary, the Committee may reduce the vested portion of the Participant’s Discretionary Contribution amount in order to comply with this Section 6.5(b).

ARTICLE 7

BENEFIT PAYMENTS

7.1 Early Withdrawals

A Participant’s Account may be distributed to the Participant before Separation from Service as follows:

(a) Election for In-Service Withdrawal .

(i) Date of Withdrawal . An election may be made in a Participant’s Participation Election to withdraw all or any portion of the amount deferred, excluding any Earnings credited thereon, by that Participation Election as of a date specified in that Participation Election. Such date shall not be sooner than January 1 of the fifth Plan Year following the Plan Year to which the deferral election applies (e.g., for amounts deferred in the 2012 Plan Year, the in-service withdrawal date cannot be sooner than January 1, 2017).

(ii) Withdrawal Schedule . The in-service withdrawal election shall specify a distribution period of between one (1) and four (4) years. The amount of each payment shall equal deferral amount to which the in-service withdrawal election applies divided by the elected in-service withdrawal period (e.g., where a Participant elects an in-service withdrawal over four years of a $10,000 deferral, each year’s distribution shall be $2,500, which equals the deferral amount divided by the four year withdrawal period).

(iii) Available Amounts . No amounts from the Participant’s Discretionary Contributions Account or the Earnings credited to the Participant’s Elective Deferral Contributions Account may be withdrawn under this 7.1.

(b) Re-Election for In-Service Withdrawal . A Participant may change the payment date for the in-service withdrawal elected in Section 7.1(a) one time, subject to the following:

(i) Timing of Election . The new election may be made not less than twelve (12) months before the date the payment is scheduled to be paid and shall not take effect until at least 12 months after the date on which the election is made; and

(ii) Payment Commencement Delay . The payment shall be deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid.

(c) Unforeseeable Financial Emergency . If upon the request of a Participant the Committee finds that, based on the relevant facts and circumstances of each case, a Participant has suffered an Unforeseeable Financial Emergency, the Committee may make a distribution from the Participant’s Elective Deferral Contributions Account. If a Participant receives a distribution as a result of an Unforeseeable Financial Emergency, the Participant’s deferral election under his or her Participation Election shall be cancelled for the remainder of the Plan Year in which the withdrawal is made.

The distribution on account of an Unforeseeable Financial Emergency shall not exceed the Participant’s Elective Deferral Contributions Account balance as of the Determination Date (as determined by the Committee) or the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution), whichever is less. A distribution on account of an Unforeseeable Financial Emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not cause severe financial hardship).

(d) Payment . The amount payable under this Section 7.1 shall be paid in a lump sum within sixty (60) days following receipt of a proper request in the event of an Unforeseeable Financial Emergency, or following the elected payment date in the event of an in-service withdrawal. In either case, such amount shall be charged to the Participant’s Account as a distribution.

(e) Fixed Payment Commencement Date . If so provided in the Notice of Discretionary Contribution Award underlying a particular Class Year Account, distribution of amounts held in that Class Year Account shall commence on the earlier of: (i) the fixed payment commencement date specified in the Notice of Discretionary Contribution Award or (ii) the Participant’s Separation from Service (under 7.2, below).

7.2 Separation from Service

If a Participant’s employment is terminated with the Company due to a Separation from Service (other than death), the Company shall pay to the Participant benefits equal to the balance in the Account on the applicable Determination Date (as determined by the Committee) subject to the forfeiture provision of Section 5.2(c). The Discretionary Contributions Account shall be paid in the Annual Installment Method over a ten (10) year period. Subject to Section 7.7, Elective Deferral Contributions Accounts shall be paid as elected in the Participant’s Participation Election relating to each Deferral Period (Sections 7.2(a) and (b)), as required in Section 7.2(c), or as elected pursuant to Section 7.2(d) below. Distributions under this 7.2 shall commence after the January 1 following the calendar year in which the Separation from Service occurs, but not later than March 15 of such calendar year.

(a) Alternative Forms . Alternative forms of benefit payment for Elective Deferral Contributions Accounts shall be:

(i) A lump-sum amount which is equal to the applicable Elective Deferral Contributions Account balance. This is also the default in the event there is not a valid Participation Election on file as of a Participant’s date of Separation from Service.

(ii) Annual Installment Method over either a five (5) or ten (10) year period.

(b) Small Amounts . Notwithstanding the form elected, if the Participant’s total Account under this Plan, any plan, agreement, program or other arrangement required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2) does not exceed the applicable dollar amount under Code Section 402(g)(1)(B) on the applicable Determination Date selected by the Committee following the Participant’s Separation from Service, the total Account Balance shall be paid in a lump sum within sixty (60) days following such Determination Date. In 2011, this amount is $16,500, as thereafter increased for cost of living adjustments. Such payment shall not be made unless it results in the termination and liquidation of the entirety of the Participant’s interest under this Plan and all such arrangements.

(c) Change in Form and Timing of Benefits . A Participant may elect to change the form or timing of benefit payments due to a Separation from Service up to a maximum of once per Class Year Account. Any such election changes will not be valid and shall have no effect to the extent they were made within twelve (12) months prior to the date of the Participant’s Separation from Service. In addition, the payment with respect to which any such election change is made shall be deferred for a period of not less than five (5) years after the date such payment would otherwise have been paid (or in the case of installment payments treated as a single payment, five (5) years after the date the first amount would otherwise have been paid). This Section 7.2(d) does not apply to any payments on account of death or to amounts payable under Section 7.1.

7.3 Distributions due to Qualified Domestic Relations Orders, 409A Taxation

(a) Qualified Domestic Relations Orders . Notwithstanding anything to the contrary herein, all or a portion of the Account Balance of a Participant may be distributed prior to an event specified in Sections 7.1 or 7.2, where an “alternate payee,” as defined in Code Section 414(p)(8), of a Participant obtains a domestic relations order that the Committee determines meets the requirements of Code Section 414(p), applied as if the Plan were a retirement plan qualified under Code Section 401(a), and if such order awards all or a portion of the Account Balance of the Participant to such alternate payee, then the Plan may make an immediate lump sum distribution to such alternate payee of the amount awarded to such alternate payee. A lump sum distribution shall be the only form of distribution available with respect to an alternate payee and such distribution shall be made as soon as administratively feasible after approval of the domestic relations order by the Committee as meeting the requirements of Code Section 414(p), but in no event later than the 15th day of the third month following the calendar year in which such domestic relations order was issued.

(b) Code Section 409A Taxation . If, for any reason, all or any portion of a Participant’s benefits under this Plan becomes taxable to the Participant under Code Section 409A prior to receipt, then the affected Participant may petition the Committee for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company or participating Affiliate, as appropriate, shall distribute to the Participant immediately available funds in an amount equal to the taxes imposed under Code Section 409A on his or her benefits . If the petition is granted, the tax liability distribution shall be made not later than the 15 ^th day of the third month following the year in which the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid to the Participant under this Plan.

7.4 Withholding; Payroll Taxes

The Company shall withhold from payments hereunder any taxes required to be withheld from such payments under federal, state or local law. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Code Section 3405, or any successor provision thereto.

7.5 Payments Subject to Code Section 162(m)

Notwithstanding any other provision of the Plan, if the Company reasonably anticipates that any portion of a payment in a calendar year would be disallowed as a deduction to the Company due to Code Section 162(m), such payment may be delayed in accordance with Section 409A. It shall instead be paid in the first following calendar year during which the Company reasonably anticipates that if the payment is made during such year, the deduction of such payment will not be barred by application of Code Section 162(m). All delayed payments will be paid by January 31 of such year. In addition, where any scheduled payment to a specific Participant in the Company’s taxable year is delayed in accordance with this Section 7.5, the delay in payment will be treated as a subsequent deferral election (governed by Section 7.2(d) above) unless all scheduled payments to that Participant that could be delayed in accordance with this Section 7.5 are also delayed.

7.6 Payment to Guardian

If a distribution is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of incompetency, minority, incapacity or guardianship, as it may deem appropriate prior to distribution.

7.7 Payments to Specified Employees

In the case of a Participant who is a Specified Employee as of his or her date of Separation from Service, all payments under Section 7.2 to which he or she is otherwise entitled during the first six (6) months following such date shall be delayed until and paid on the first day of the seventh month following such date (or, if earlier, the date of death of the Specified Employee). The Participant’s Subaccounts shall continue to receive credits for deemed investments under Article 6 until such delayed distribution date.

7.8 Payments upon Death

Upon the death of a Participant, any portion of such Participant’s Account Balance that has not yet been distributed shall be paid to the Participant’s Beneficiary in the same manner and form as though the Participant had Separated from Service under Section 7.2.

7.9 Permissible Acceleration of Payments Under Treasury Regulations

In general, no distribution under the Plan may be paid earlier than specified by the terms of the Plan. Notwithstanding any other provision of the Plan, the Committee shall have the discretion to accelerate distributions under the Plan to the extent permitted under and in accordance with Treasury Regulation Section 1.409A-3(j)(4).

ARTICLE 8

BENEFICIARY DESIGNATION

8.1 Beneficiary

Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as, or different from, the Beneficiary designated under any other plan of the Company or an Affiliate in which the Participant participates.

8.2 Beneficiary Designation; Change

A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time-to-time. Upon acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

8.3 Acknowledgment

No designation or change in designation of a Beneficiary shall be effective until received in writing by the Committee or its designated agent.

8.4 No Beneficiary Designation

If a Participant fails to designate a Beneficiary as provided in Sections 8.1, 8.2 and 8.3 above or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the Participant’s estate.

8.5 Doubt as to Beneficiary

If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

8.6 Discharge of Obligations

The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Employer and the Committee from all further obligations under this Plan with respect to the Participant.

ARTICLE 9

ADMINISTRATION

9.1 Powers and Authority of the Company

The Company, acting through the Board, has the following absolute powers and authority under the Plan:

(a) To amend or terminate the Plan, at any time and for any reason (subject to Article 10);

(b) To determine the amount, timing, vesting, and other conditions applicable to Plan contributions and benefits;

(c) To set aside funds to assist the Company (or any participating Affiliate) to meet its obligations under this Plan, provided that the funds are set aside in a manner that does not result in immediate taxation to Participants;

(d) To establish investment policy guidelines applicable to funds (if any) set aside under (c);

(e) To establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate the payment of benefits under the Plan;

(f) To take any such other actions as it deems advisable to carry out the purposes of the Plan; and

(g) To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan.

9.2 Plan Administrator

The Company has appointed the Committee to act as Plan Administrator. All actions taken by the Committee, or by its delegate, as Plan Administrator will be conclusive and binding on all persons having any interest under the Plan, subject only to the claims procedures in the Administrative Appendix. The Company intends the Plan to meet the requirements of Section 409A. The Committee shall interpret the Plan in such a way as to meet such requirements. The Committee has the following powers and authority under the Plan:

(a) In the exercise of its sole, absolute, and exclusive discretion, to construe and interpret the terms and provisions of the Plan, to remedy and resolve ambiguities, to grant or deny any and all non-routine claims for benefits and to determine all issues relating to eligibility for benefits;

(b) To authorize withdrawals due to Unforeseeable Financial Emergency;

(c) To carry out day-to-day administration of the Plan, including notifying individuals of their eligibility to participate in the Plan and of the provisions of the Plan, processing distributions, establishing enrollment requirements, approving and processing Participant Elections, providing Participants with statements of Account and approving and processing changes in the time and/or form of distributions;

(d) To establish administratively reasonable dates, times, and periods, to the extent that the terms of the Plan provide for the Committee to do so;

(e) To prepare forms necessary for the administration of the Plan, including Participation Elections, beneficiary designation forms, investment designation forms, and any other form or document deemed necessary to the effective administration of the Plan;

(f) To approve and adopt communications to be furnished to Participants explaining the material provisions, terms, and conditions of the Plan;

(g) To negotiate and document agreements with Plan service providers;

(h) To amend the Plan for legal, technical, administrative, or compliance purposes, as recommended by legal counsel, as well as to amend the Plan’s claims rules;

(i) To determine the Earnings Rate to be applied to Participant Accounts;

(j) To work with Plan service providers to ensure the effective administration of the Plan; and

(k) To delegate its authority to any officer, employee, committee or agent of the Company, as it deems advisable for the effective administration of the Plan, any such delegation to carry with it the full discretion and authority vested in the Committee.

9.3 Binding Effect of Decisions

The finding, decision, determination or action of the Committee or its delegate with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon any and all persons having any interest in the Plan unless determined, subject only to the Plan’s claims rules. No findings, decisions or determinations of any kind made by the Committee or its delegate shall be disturbed unless the Committee or its delegate has acted in an arbitrary and capricious manner.

9.4 Indemnification

The Company shall indemnify and hold harmless the Board, Committee and any officers or employees of the Company and its Affiliates to which Plan responsibilities have been delegated from and against any and all liabilities, claims, demands, costs and expenses including attorneys fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this paragraph applies.

9.5 Effect of a Mistake

In the event of a mistake or misstatement as to the eligibility, participation or service of any Participant or the amount of payments made or to be made to a Participant or Beneficiary, the Committee shall, if possible, cause to be withheld or accelerated or otherwise make adjustment of the amounts of payments as will, in its sole judgment, result in the Participant or Beneficiary receiving the proper amount of payments under the Plan.

ARTICLE 10

AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment

(a) The Board may, at any time, amend the Plan in whole or in part by written instrument, provided that no amendment shall reduce the amount credited to any Account maintained under the Plan as of the date of the amendment. Any change in the manner that Earnings are credited to Accounts shall not become effective before the first day of the Plan Year that follows the adoption of the amendment, provided, however, that the selection of the Earnings Rate by the Committee to be applied for a given Plan Year may be changed at any time prior to the beginning of such Plan Year.

(b) Generally, the Company shall amend the Plan by action of the Board. However, the Committee may approve amendments to the Plan, without prior approval or subsequent ratification by the Board, if the amendment (i) does not significantly change the benefits provided under the Plan (except as required by a change in applicable law); (ii) does not significantly increase the costs of the Plan; and (iii) is intended to enable the Plan to remain in compliance with the requirements of the Code, ERISA, or other applicable law, to facilitate administration of the Plan, or to improve the operation of the Plan. A duly authorized officer of the Company shall execute the amendment, evidencing the Company’s adoption of the amendment.

10.2 Company’s Right to Terminate

The Board may, at any time, partially or completely, terminate the Plan.

(a) Partial Termination . The Board may partially terminate the Plan by instructing the Committee not to accept any additional Participation Elections. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Participation Elections entered into prior to the effective date of such partial termination.

(b) Complete Termination . The Board may completely terminate the Plan by instructing the Committee not to accept any additional Participation Elections, and by terminating all ongoing Participation Elections. If such a complete termination occurs, the Plan shall cease to operate and all Accounts will be distributed to Participants at the time(s) and in the form(s) elected by the Participants in such Participants’ Participation Elections, unless the Board directs that distributions occur sooner in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4)(ix).

10.3 Adoption of Plan by Affiliates

With the approval of the Board, an Affiliate may adopt the Plan for the benefit of its Employees. The participating Affiliate shall become a party to the Plan effective as of the date it specifies in its adopting resolutions. The participating Affiliate shall file with the Board a certified copy of a resolution of its board of directors adopting the Plan and such other instruments as the Company may require.

10.4 Action Binding on Participating Affiliates

The Company and the Committee shall be empowered to act for any participating Affiliate in all manners respecting the Plan. Any action taken by the Company or the Committee with respect thereto shall automatically include and be binding upon any participating Affiliate.

10.5 Termination of Participating Affiliate

(a) The Company reserves the right, in its sole discretion and at any time, to terminate the participation in the Plan of any participating Affiliate. Such termination shall be effective immediately, upon notice of such termination from the Company to the participating Affiliate. Such termination shall not in and of itself result in the termination of the Plan.

(b) Any participating Affiliate may terminate its participation in the Plan by providing written notice to the Committee and the Board. The termination shall be effective on the date the written notice is received by the Committee and the Board, or such later date as is agreed to by the withdrawing Affiliate, the Committee and the Board.

(c) If an Affiliate ceases to be a participating Affiliate in the Plan, for whatever reason, and the Participant has not had a Separation from Service, then the Participant will be treated as having a change in employment status, as described in Section 3.1(d), and the Committee shall not accept any additional Participation Elections from that Participant.

ARTICLE 11

MISCELLANEOUS

11.1 Unfunded Plan

The Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA, and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and make

no further benefit payments or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction or an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.

11.2 Unsecured General Creditor

Participants and their Beneficiaries, heirs, successors and assigns (including any alternate payees under qualified domestic relations orders (as defined in Code Section 414(p)(1)(B))) shall have no secured legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in, any property or asset which may be acquired by the Company. Except as provided in Section 11.3, assets of the Company shall not be held under any trust for the benefit of Participants or their Beneficiaries, heirs, successors or assigns (including any alternate payees), or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

11.3 Trust Fund

The Company shall establish the Trust, and the Participant’s employer shall at least annually transfer over to the Trust such cash and/or cash equivalent assets as are equal in amount to the increase in each Participant’s Account for the preceding twelve (12) month period. In addition, the Participant’s employer shall at least annually transfer over to the Trust such additional assets as the employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Elective Deferral Contributions and Discretionary Contributions for the employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ Accounts for all periods prior to the transfer, taking into consideration the value of the assets in the trust at the time of the transfer.

The provisions of the this Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, its participating Affiliates, Participants and the creditors of the Company and its participating Affiliates to the assets transferred to the Trust. The Company and its participating Affiliates shall at all times remain liable to carry out their obligations under the Plan.

Although the Trust shall be irrevocable, its assets shall be held for payment of all the general creditors of the Company and its Affiliates in the event of insolvency.

The obligations of the Company and its participating Affiliates under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the obligations of the Company and its participating Affiliates under this Plan. To the extent any benefits provided under the Plan are paid from the Trust, neither the Company nor its Affiliates shall have any further obligation to pay them. If not paid from the Trust, such benefits shall remain the obligation of the Company and its participating Affiliates. Notwithstanding the existence of the Trust, it is intended that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

11.4 Nonassignability

Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. Except as the Committee determines is otherwise required by law or order of a court of competent jurisdiction, including a domestic relations order (as defined in Code Section 414(p)(1)(B)), no part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

11.5 Not a Contract of Employment

The Plan shall not constitute a contract of employment between the Company and the Participant. Nothing in the Plan shall give a Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge a Participant at any time.

11.6 Governing Law

The provisions of the Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

11.7 Validity

In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

11.8 Successors

The provisions of the Plan shall bind and inure to the benefit of the Company, its Affiliates, and their successors and assigns. The term “successors” as used herein shall include any corporation or other business entity, which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company, and the successors of any such corporation or other business entity.

11.9 Captions

The captions of the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.10 Entire Agreement

The Plan document represents the entire agreement between the Company and any Participant in the Plan. The Plan supersedes any and all prior agreements between the Company and any Participant, whether such agreement or agreements were written or oral. Any amendment or modification to the terms of the Plan must be in writing and signed by an authorized officer of the Company. No Participation Election shall in any way amend, modify, alter or revise the Plan. In the event the terms of the Participation Election conflict with the terms of the Plan, the terms of the Plan shall be controlling.

11.11 Code Section 409A

The Plan is intended to comply with the requirements of Code Section 409A (including accompanying regulations and current IRS guidance) or, to the extent possible, to be exempt from the requirements of Code Section 409A, whether pursuant to the short-term deferral exception described in Treas. Reg. 1.409A-1(b)(4) or otherwise. To the extent Code Section 409A applies to the Plan or to any Participant Accounts, it is intended that the Plan and any such Accounts comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. The Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Committee deems necessary to comply with Code Section 409A and any official guidance issued thereunder. The Plan shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent necessary to comply with Code Section 409A (or to be exempt from the requirements of Code Section 409A) and to avoid or mitigate the imposition of additional taxes under Code Section 409A. Moreover, and notwithstanding any provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole and complete discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan so that the Plan qualifies for exemption from, or complies with, the requirements of Code Section 409A. None of the Company, the Board or the Committee (i) make any representations that the Plan qualifies for exemption from or complies with Code Section 409A or (ii) make any undertaking to preclude Code Section 409A from applying to the Plan; no provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Code Section 409A from a Participant or any other individual to the Company or any of its affiliates, employees or agents. Moreover, for purposes of applying the provisions of Code Section 409A to this Plan, each separately identified amount to which a Participant is entitled under this Plan shall be treated as a separate payment.

11.12 Furnishing Information

A Participant, or his or her Beneficiary, will cooperate with the Committee by furnishing any, and all information, requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to, taking such physical examinations as the Committee may deem necessary.

11.13 Insurance

The Company or a participating Affiliate, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Participant’s employer or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company, or companies, to whom the Company or its participating Affiliate has applied for insurance.

ARTICLE 12

CLAIMS PROCEDURES

12.1 Presentation of Claim

Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. The claim must state with particularity the determination desired by the Claimant.

12.2 Notification of Decision

The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 12.3 below.

12.3 Review of a Denied Claim

Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

12.4 Decision on Review

The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

12.5 Legal Action

A Claimant’s compliance with the foregoing provisions of this Article 12 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan. Any such legal action must be taken within twelve (12) months of the date of the Committee’s final denial on review, otherwise it is time-barred.

* * * * *

IN WITNESS WHEREOF, an authorized officer of the Company has signed this document on the day of , 2011, to be effective February 22, 2011.


LITHIA MOTORS, INC.

By
Its

APPENDIX A — PARTICIPATING AFFILIATES

Participating Affiliates as of January 1, 2011

As of January 1, 2011, the following Affiliates of Lithia Motors, Inc. have adopted the Plan and are participating in the Plan:

EXHIBIT 10.22.1

LOGO

LITHIA MOTORS, INC.

EXECUTIVE MANAGEMENT NON-QUALIFIED

DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN

NOTICE OF DISCRETIONARY CONTRIBUTION AWARD


FROM:		Compensation Committee

TO:		Sidney DeBoer (“Participant”)

DATE:		, 2011

This Notice of Discretionary Contribution Award (“Notice”) is to inform you that the Company’s Compensation Committee has awarded you a Discretionary Contribution of $975,000 (nine hundred and seventy-five thousand dollars) under the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan (the “Plan”). This Discretionary Contribution will be credited to your “2011 Discretionary Contribution Account” under the Plan and will be governed by and subject to the Plan’s rules, as supplemented by the additional terms and conditions provided in this Notice.

I.	Vesting. Your 2011 Discretionary Contribution Account will vest as follows:

a. Service-Based Vesting Schedule. Except as provided below, your 2011 Discretionary Contribution Account will vest according to the following schedule provided you remain employed with us on the following Vesting Date(s):


Vesting Date	Vested Percent
, 2012		100	%

b. Vesting Acceleration Events. To the extent you are not already 100% vested in your 2011 Discretionary Contribution Account under the above Service-Based schedule, you will become 100% vested in your 2011 Discretionary Contribution Account assuming you remain employed with us at the time any of the following events occur:

(1)

The Company undergoes a Change in Control;

(2)

You die; or

(3)

You become Disabled.

II.

Payment Commencement.

Payment of the vested portion of your 2011 Discretionary Contribution Account shall commence between January 1 and March 15 of the calendar year following the calendar year in which you (i) attain age 72 or (ii) Separate from Service, whichever is earlier.

Note : If your vested 2011 Discretionary Contribution Account becomes payable due to your Separation from Service and at which time you are considered a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, your distribution commencement date may be subject to a six (6) month delay.

* * * * *

The Plan document governs the payment, vesting and forfeiture of your 2011 Discretionary Contribution Account. Capitalized items used in this Notice that are not herein defined shall have the meanings prescribed to such terms in the Plan document.

This Notice reflects your 2011 Discretionary Contribution that was awarded to you by the Compensation Committee on , 2011.


LITHIA MOTORS, INC.


By:
Its:
Date:

N OTICE OF D ISCRETIONARY C ONTRIBUTION A WARD FOR 2011 – S IDNEY D E B OER

P AGE 2 OF 2

EXHIBIT 10.22.2

LOGO

LITHIA MOTORS, INC.

EXECUTIVE MANAGEMENT NON-QUALIFIED

DEFERRED COMPENSATION AND LONG-TERM INCENTIVE PLAN

NOTICE OF DISCRETIONARY CONTRIBUTION AWARD


FROM:		Compensation Committee

TO:		[Name of Executive] (“Participant”)

DATE: , 20

This Notice of Discretionary Contribution Award (“Notice”) is to inform you that the Company’s Compensation Committee has awarded you a Discretionary Contribution of [$ ] under the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan (the “Plan”). This Discretionary Contribution will be credited to your “2011 Discretionary Contribution Account” under the Plan and will be governed by and subject to the Plan’s rules, as supplemented by the additional terms and conditions provided in this Notice.

I.	Vesting. Your 2011 Discretionary Contribution Account will vest as follows:


Vesting Date	Vested Percent
, 2012		14	%
, 2013		28	%
, 2014		42	%
, 2015		56	%
, 2016		70	%
, 2017		84	%
, 2018		100	%

b. Age-Based Vesting Schedule . Your 2011 Discretionary Contribution Account vesting percentage will be the greater of the Service-Based vesting percentage above or the schedule below assuming you remain employed with us on the date(s) you attain the following ages:


Attained Age	Vested Percent
62		70	%
63		80	%
64		90	%
65		100	%

c. Vesting Acceleration Events. To the extent you are not already 100% vested in your 2011 Discretionary Contribution Account under the above Service- or Age-Based schedules, you will become 100% vested in your 2011 Discretionary Contribution Account assuming you remain employed with us at the time any of the following events occur:

(1)

The Company undergoes a Change in Control;

(2)

You die; or

(3)

You become Disabled.

II.

Payment Commencement.

Payment of the vested portion of your 2011 Discretionary Contribution Account shall commence between the January 1 and March 15 of the calendar year following the calendar year in which you Separate from Service.

Note : If at the time your vested 2011 Discretionary Contribution Account becomes payable you are considered a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, your distribution commencement date may be subject to a six (6) month delay.

* * * * *

This Notice reflects your 2011 Discretionary Contribution that was awarded to you by the Compensation Committee on , 2011.


LITHIA MOTORS, INC.


By:
Its:
Date:

N OTICE OF D ISCRETIONARY C ONTRIBUTION A WARD FOR 2011 – [NAME OF EXECUTIVE]

P AGE 2 OF 2

EXHIBIT 12

RATIO OF EARNINGS TO COMBINED FIXED CHARGES

The following table shows the ratio of earnings to combined fixed charges for us and our consolidated subsidiaries for the dates indicated.

(Dollars in Thousands)


	Year Ended December 31,
	2010			2009			2008			2007			2006
Earnings
Income (loss) from continuing operations before income taxes	$	23,193		$	12,078		$	(333,010	)	$	38,606		$	52,481
Fixed charges		30,698			32,546			47,757			51,732			45,382
Amortization of capitalized interest		268			256			224			164			106
Capitalized interest		—			(916	)		(1,661	)		(3,153	)		(1,473	)

Total earnings	$	54,159		$	43,964		$	(286,690	)	$	87,349		$	96,496
Fixed Charges
Floorplan interest expense	$	10,597		$	11,015		$	20,808		$	24,964		$	25,677
Other interest expense ⁽¹⁾		14,572			14,115			18,075			16,478			12,242
Capitalized interest costs		—			916			1,661			3,153			1,473
Interest component of rent expense		5,529			6,500			7,213			7,137			5,990

Total fixed charges	$	30,698		$	32,546		$	47,757		$	51,732			45,382

Ratio of earnings to fixed charges		1.8	×		1.4	×	$	(334,447	) ⁽²⁾		1.7	×		2.1	×

(1)	Other interest expense includes amortization of debt issuance costs

(2)	Reflects deficiency of earnings available to cover fixed charges. Because of the deficiency, ratio information is not provided.

For purposes of these ratios, “earnings” consist of income from continuing operations before income taxes and fixed charges, and “fixed charges” consist of interest expense on indebtedness and the interest component of rental expense, and amortization of debt discount and issuance expenses.

We did not have any preferred stock outstanding for the periods presented above, and therefore the ratios of earnings to combined fixed charges and preferred stock dividends would be the same as the ratios of earnings to combined fixed charges presented above.

EXHIBIT 21

LIST OF SUBSIDIARIES


NAME OF ENTITY (1)	STATE OF ORIGIN	ASSUMED BUSINESS NAME(S) (if different than entity name)

Lithia of Anchorage, Inc.	Alaska	Lithia Chrysler Jeep Dodge of South Anchorage

Lithia Imports of Anchorage, Inc.	Alaska	Lithia Hyundai of Anchorage Lihtia Kia of Anchorage

Lithia of Fairbanks, Inc.	Alaska	Chevrolet of Fairbanks

Lithia NA, Inc.	Alaska	BMW of Anchorage

Lithia of South Central AK, Inc.	Alaska	Chevrolet of South Anchorage Chevrolet of Wasilla Saab of South Anchorage

Lithia CIMR, Inc.	California	Lithia Chevrolet of Redding

Lithia DC, Inc.	California	Lithia Chrysler Jeep Dodge of Concord

Lithia of Eureka, Inc.	California	Lithia Chrysler Jeep Dodge of Eureka

Lithia FMF, Inc.	California	Lithia Ford of Fresno

Lithia JEF, Inc.	California	Lithia Hyundai of Fresno

Lithia MMF, Inc.	California	Lithia Mazda of Fresno Lithia Suzuki of Fresno

Lithia NF, Inc.	California	Lithia Nissan of Fresno

Lithia of Concord, Inc.	California	Fiat of Concord

Lithia of Santa Rosa, Inc.	California	Lithia Chrysler Jeep Dodge of Santa Rosa

Lithia Sea P, Inc.	California	Porsche of Monterey

Lithia Seaside, Inc.	California	BMW of Monterey

Lithia TR, Inc.	California	Lithia Toyota of Redding Lithia Scion of Redding


NAME OF ENTITY (1)	STATE OF ORIGIN	ASSUMED BUSINESS NAME(S) (if different than entity name)

Lithia of Thornton, Inc.	Colorado	Lithia Volkswagen of Thornton

Lithia Ford of Boise, Inc.	Idaho	Lithia Ford Lincoln of Boise

Lithia of Pocatello, Inc.	Idaho	Lithia Chrysler Jeep Dodge of Pocatello Lithia Hyundai of Pocatello

Lithia Poca-Hon, Inc.	Idaho	Honda of Pocatello

Lithia CCTF, Inc.	Idaho	Chevrolet of Twin Falls

Lithia of TF, Inc.	Idaho	Lithia Chrysler Jeep Dodge of Twin Falls

Lithia AcDM, Inc.	Iowa	Acura of Johnston

Lithia HDM, Inc.	Iowa	Honda of Ames

Lithia MBDM, Inc.	Iowa	Mercedes Benz of Des Moines

Lithia NDM, Inc.	Iowa	Lithia Nissan of Ames

Lithia of Cedar Rapids #1, Inc.	Iowa	Buick GMC Cadillac of Hiawatha

Lithia of Cedar Rapids #3, Inc.	Iowa	Kia of Hiawatha

Lithia of Des Moines, Inc.	Iowa	BMW of Des Moines

Lithia VAuDM, Inc.	Iowa	Audi Des Moines Lithia Volkswagen of Des Moines


NAME OF ENTITY (1)	STATE OF ORIGIN	ASSUMED BUSINESS NAME(S) (if different than entity name)

Lithia of Billings, Inc.	Montana	Lithia Chrysler Jeep Dodge of Billings

Lithia of Billings II, Inc.	Montana	Lithia Toyota of Billings

Lithia of Missoula, Inc.	Montana	Lithia Chrysler Jeep Dodge of Missoula

Lithia CDH, Inc.	Montana	Lithia Chrysler Jeep Dodge of Helena

Lithia HGF	Montana	Honda of Great Falls

Lithia of Great Falls, Inc.	Montana	Lithia Chrysler Jeep Dodge of Great Falls

Lithia of Helena	Montana	Chevrolet of Helena

Lithia SALMIR, Inc.	Nevada	Lithia Volkswagen of Reno Lithia Hyundai of Reno Lithia Chrysler Jeep of Reno

Lithia Reno Sub-Hyun, Inc.	Nevada	Lithia Reno Subaru

Lithia CJDSF, Inc.	New Mexico	Lithia Chrysler Jeep Dodge of Santa Fe

Lithia ND Acquisition Corp. #1	North Dakota	Lithia Ford Lincoln of Grand Forks

Lithia ND Acquisition Corp. #3	North Dakota	Lithia Chrysler Jeep Dodge of Grand Forks

Lithia ND Acquisition Corp. #4	North Dakota	Lithia Toyota of Grand Forks Lithia Scion of Grand Forks

Lithia Financial Corporation	Oregon

Lithia Real Estate, Inc.	Oregon

Lithia Motors Support Services, Inc.	Oregon

Lithia MTLM, LLC	Oregon	Lithia Toyota Lithia Scion

LGPAC, Inc.	Oregon	Lithia Grants Pass Auto Center

Lithia DM, Inc.	Oregon	Lithia Dodge Lithia Chrysler Jeep Dodge


NAME OF ENTITY (1)	STATE OF ORIGIN	ASSUMED BUSINESS NAME(S) (if different than entity name)

Lithia HPI, Inc.	Oregon	Lithia Volkswagen

Lithia DE, Inc.	Oregon	Lithia Chrysler Jeep Dodge of Eugene

Lithia BNM, Inc.	Oregon	Lithia Nissan Lithia BMW

Hutchins Imported Motors, Inc.	Oregon	Lithia Toyota of Springfield Lithia Scion of Springfield

Hutchins Eugene Nissan, Inc.	Oregon	Lithia Nissan of Eugene

Lithia Klamath, Inc.	Oregon	Lithia Chrysler Jeep Dodge of Klamath Falls Lithia Toyota of Klamath Falls Lithia Scion of Klamath Falls

Lithia SOC, Inc.	Oregon	Lithia Subaru of Oregon City

Lithia of Roseburg, Inc.	Oregon	Lithia Chrysler Jeep Dodge of Roseburg

Lithia Rose-FT, Inc.	Oregon	Lithia Ford Lincoln of Roseburg

Lithia Medford Hon, Inc.	Oregon	Lithia Honda

Lithia of Bend I, LLC	Oregon	Bend Honda

Lithia of Bend I, LLC	Oregon	Chevrolet Cadillac of Bend

Lithia Bryan Texas, Inc.	Texas	Lithia Chrysler Jeep Dodge of Bryan College Station

Lithia CJDSA, Inc.	Texas	All American Chrysler Jeep Dodge of San Angelo

Lithia CSA, Inc.	Texas	All American Chevrolet of San Angelo

Lithia NSA, Inc.	Texas	Honda of San Angelo

Lithia CJDO, Inc.	Texas	All American Chrysler Jeep Dodge of Odessa

Lithia DMID, Inc.	Texas	All American Chrysler Jeep Dodge of Midland

Lithia CO, Inc.	Texas	All American Chevrolet of Odessa

Lithia CM, Inc.	Texas	All American Chevrolet of Midland

Lithia HMID, Inc.	Texas	Hyundai of Odessa

Lithia TO, Inc.	Texas	Lithia Toyota of Odessa Lithia Scion of Odessa

Lithia of Abilene, Inc.	Texas	Honda of Abilene


NAME OF ENTITY (1)	STATE OF ORIGIN	ASSUMED BUSINESS NAME(S) (if different than entity name)

Lithia of Corpus Christi, Inc.	Texas	Lithia Chrysler Jeep Dodge of Corpus Christi

Lithia of Midland, Inc.	Texas	Honda of Midland

Lithia TA, Inc.	Texas	Lithia Toyota of Abilene

Camp Automotive, Inc.	Washington	Camp BMW Camp Chevrolet Camp Subaru Camp Cadillac

Lithia Dodge of Tri-Cities, Inc.	Washington	Lithia Chrysler Jeep Dodge of Tri-Cities

Lithia DC of Renton, Inc.	Washington	Lithia Chrysler Jeep Dodge of Renton

Lithia HyR, Inc.	Washington	Lithia Hyundai of Renton

Lithia of Seattle, Inc.	Washington	BMW Seattle

Lithia of Spokane, Inc.	Washington	Mercedes Benz of Spokane

(1)	Unless specifically noted to the contrary, all entities are wholly owned subsidiaries of Lithia Motors, Inc.

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Lithia Motors, Inc.:

We consent to the incorporation by reference in the registration statement (Nos. 333-45553, 333-43593, 333-69169, 333-69225, 333-156410, 333-39092, 333-61802, 333-21673, 333-106686, 333-116839, 333-116840, 333-135350, 333-161590 and 333-168737) on Forms S-8 and registration statement (No. 333-161593) on Form S-3 of Lithia Motors, Inc. of our reports dated March 7, 2011, with respect to the consolidated balance sheets of Lithia Motors, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of Lithia Motors, Inc.

/s/ KPMG LLP

Portland, Oregon

March 7, 2011

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Sidney B. DeBoer, certify that:

1.	I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2011

/s/ Sidney B. DeBoer

Sidney B. DeBoer

Chairman of the Board,

Chief Executive Officer and Secretary

Lithia Motors, Inc.

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Christopher S. Holzshu, certify that:

1.	I have reviewed this annual report on Form 10-K of Lithia Motors, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2011

/s/ Christopher S. Holzshu

Christopher S. Holzshu

Senior Vice President

and Chief Financial Officer

Lithia Motors, Inc.

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350

In connection with the Annual Report of Lithia Motors, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sidney B. DeBoer, Chairman of the Board, Chief Executive Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Sidney B. DeBoer

Sidney B. DeBoer

Chairman of the Board,

Chief Executive Officer and Secretary

Lithia Motors, Inc.

March 7, 2011

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350

In connection with the Annual Report of Lithia Motors, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher S. Holzshu, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Christopher S. Holzshu

Christopher S. Holzshu

Senior Vice President

and Chief Financial Officer

Lithia Motors, Inc.

March 7, 2011