SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[xx] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
OR
[__] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to __________.
Commission file number 000-21789
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: LITHIA MOTORS, INC. SALARY REDUCTION PROFIT
SHARING PLAN TRUST.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Lithia Motors, Inc., 360 E. Jackson
Street, Medford, Oregon 97501.
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT 1-2
FINANCIAL STATEMENTS
Statements of net assets available for plan benefits
with fund information ............................................ 3
Statement of changes in net assets available for plan benefits
with fund information ............................................. 4-5
Notes to financial statements ..................................... 6-8
SUPPLEMENTAL SCHEDULES
Schedule G - Financial Schedules
(Internal Revenue Service Form 5500) ............................. 9-11
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees
Lithia Motors, Inc. Salary
Reduction Profit Sharing Plan Trust
We have audited the accompanying statements of net assets available for
Plan benefits with Fund Information of the Lithia Motors, Inc. Salary
Reduction Profit Sharing Plan Trust as of December 31, 1998 and 1997, and the
related statement of changes in net assets available for Plan benefits with
Fund Information for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present
fairly, in all material respects, the net assets available for Plan benefits
with Fund Information of the Lithia Motors, Inc. Salary Reduction Profit
Sharing Plan Trust as of December 31, 1998 and 1997, and the related statement
of changes in the net assets available for Plan benefits with Fund Information
for the year ended December 31, 1998 in conformity with generally accepted
accounting principles.
1
<PAGE>
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules on
pages 9, 10 and 11 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplemental
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for Plan
benefits with fund information and the related statement of changes in net
assets available for Plan benefits with fund information is presented for
purposes of additional analysis rather than to present the net assets
available for Plan benefits and changes in net assets available for Plan
benefits each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 12, 1999
Medford, Oregon
2
<PAGE>
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
<TABLE>
<CAPTION>
December 31,
-----------------------------
1998 1997
------------- -------------
ASSETS
Investments, at fair value
Shares of registered investment companies
<S> <C> <C>
Fidelity Retirement Money Market Fund $ - $ 1,737,550
Fidelity Growth and Income Fund - 1,659,100
Fidelity Blue Chip Growth Fund - 1,521,064
Fidelity Asset Manager Fund - 778,224
Fidelity Institutional Short-Intermediate Government Fund - 315,900
Fidelity Overseas Fund - 225,387
Fidelity Emerging Growth Fund - 73,235
Shares of pooled separate accounts
Principal Money Market 2,389,963 -
Principal Bond and Mortgage 563,621 -
Principal Stock Index 500 1,963,132 -
Principal Large Company Value 983,905 -
Principal Medium Company Blend 785,716 -
Principal Small Company Growth 810,913 -
Principal International Stock 256,534 -
Principal International Emerging Markets 82,475 -
Lithia Motors, Inc. Class A Common Stock 1,078,918 -
Participant loans 398,040 289,606
Loan payments in transit 10,940 -
Employer contributions receivable 285,192 137,576
Employee contributions receivable 152,807 -
----------- -----------
9,762,156 6,737,642
LIABILITIES
Accrued liabilities - 913
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 9,762,156 $ 6,736,729
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
LITHIA MOTORS, INC. SALARY REDUCTION PROFIT SHARING PLAN TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity
Fidelity Institutional
Retirement Fidelity Fidelity Fidelity Short - Fidelity
Money Growth and Blue Chip Asset Intermed. Fidelity Emerging
Market Income Growth Manager Government Overseas Growth Participant
Fund Fund Fund Fund Fund Fund Fund Loans Other Subtotal
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO
NET ASSETS
ATTRIBUTED TO
Investment income
Net apprec.
(deprec.) in fair
value of invest. $ - $ 93,684 $ 115,214 $ 36,503 $ - $ 15,425 $ 6,477 $ - $ - $267,303
Int./Dividends 11,113 - - - 1,596 - - 31,527 - 44,236
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
11,113 93,684 115,214 36,503 1,596 15,425 6,477 31,527 - 311,539
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
Contributions
Employer - - - - - - - - 285,192 285,192
Employee - - - - - - - - 152,807 152,807
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
- - - - - - - - 437,999 437,999
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
DEDUCTIONS FROM
NET ASSETS
ATTRIBUTED TO
Benefits paid to
participants - - - - - - - 6,748 - 6,748
Admin. expenses - - - - - - - - - -
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
- - - - - - - 6,748 - 6,748
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
INTERFUND
TRANSFERS (1,748,663) (1,752,784)(1,636,278) (814,727) (317,496) (240,812) (79,712) 94,595 (136,663)(6,632,540)
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
NET INCREASE
(DECREASE) (1,737,550) (1,659,100)(1,521,064) (778,224) (315,900) (225,387) (73,235) 119,374 301,336 (5,889,750)
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
Beginning of
year 1,737,550 1,659,100 1,521,064 778,224 315,900 225,387 73,235 289,606 136,663 6,736,729
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
End of year $ - $ - $ - $ - $ - $ - $ - $ 408,980 $ 437,999 $ 846,979
========== ========= ========== ========== ========== ========= ========== ========== ========== =========
</TABLE>
See accompanying notes.
4
<PAGE>
LITHIA MOTORS, INC. SALARY REDUCTION PROFIT SHARING PLAN TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION (Continued)
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------------
Principal Lithia
Principal Principal Principal Principal Inter- Motors, lnc.
Principal Principal Principal Large Medium Small Inter- national Class A
Money Bond and Stock Company Company Company national Emerging Common
Market Mortgage Index 500 Value Blend Growth Stock Markets Stock Total
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO
NET ASSETS
ATTRIBUTED TO
Investment income
Net apprec.
(deprec.)
in fair
value of
invest. $ - $ - $ 285,680 $ 117,994 $ (7,248) $ (79,521) $ (6,591) $ (15,942) $ 127,083 $ 688,758
Int./divid. 85,217 32,125 - - - - - - - 161,578
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
85,217 32,125 285,680 117,994 (7,248) (79,521) (6,591) (15,942) 127,083 850,336
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
Contributions
Employer - - - - - - - - - 285,192
Employee 206,631 180,558 554,077 244,824 219,462 299,088 148,182 61,892 223,713 2,291,234
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ----------
206,631 180,558 554,077 244,824 219,462 299,088 148,182 61,892 223,713 2,576,426
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ----------
DEDUCTIONS FROM
NET ASSETS
ATTRIBUTED TO
Benefits paid to
participants 220,377 8,894 45,401 34,094 23,203 21,278 9,676 4,718 9,779 384,168
Administrative
expenses 8,714 1,025 2,575 1,552 1,502 781 810 208 - 17,167
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
229,091 9,919 47,976 35,646 24,705 22,059 10,486 4,926 9,779 401,335
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
INTERFUND
TRANSFERS 2,327,206 360,857 1,171,351 656,733 598,207 613,405 125,429 41,451 737,901 -
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
NET INCREASE
(DECREASE) 2,389,963 563,621 1,963,132 983,905 785,716 810,913 256,534 82,475 1,078,918 3,025,427
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
Beginning of
year - - - - - - - - - 6,736,729
---------- --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- ---------
End of year $ 2,389,963 $ 563,621 $1,963,132 $ 983,905 $ 785,716 $ 810,913 $ 256,534 $ 82,475 $1,078,918 $9,762,156
========== ========= ========== ========== ========== ========= ========== ========== ========== =========
</TABLE>
See accompanying notes.
5
<PAGE>
LITHIA MOTORS, INC., SALARY REDUCTION PROFIT SHARING PLAN TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
The following description of Lithia Motors, Inc. Salary
Reduction Profit Sharing Plan Trust (Plan) provides only
general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
General - The Plan is a defined contribution plan covering
all full-time employees of Lithia Motors, Inc. (the Company)
who have one year of service and are age twenty-one or older
and who are not members of a union. The Plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Contributions - Each year, the Company contributes to the
Plan an amount determined annually by the Company's board of
directors. Participants may contribute, under a salary
reduction agreement, the maximum allowed by the Internal
Revenue Service under Code Section 402(g).
Participant Accounts - Each participant's account is credited
with the participant's contribution and an allocation of the
Company's contribution and Plan earnings, and is charged with
an allocation of administrative expenses. Allocations are
based on account balances, as defined. Forfeited balances of
terminated participants' non-vested accounts are used to pay
administrative expenses of the Plan and to reduce future
Company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the
participant's account.
Vesting - Participants are immediately vested in their
voluntary contributions plus actual earnings thereon. Vesting
in the remainder of their accounts is based on years of
continuous service. A participant is 100% vested after seven
years of credited service.
Investment Options - Upon enrollment in the Plan, a
participant may direct employee contributions in any one of
the following investment options:
Principal Money Market Account - The Money Market Account
is a pooled investment account which invests in money
market instruments.
Principal Bond and Mortgage Account - The Bond and Mortgage
Account is a pooled investment account invested in
intermediate-term fixed income loans.
Principal Stock Index 500 Account - The Stock Index 500
Account is a pooled investment account invested primarily
in common stocks of those firms included in the Standard &
Poor's 500 Stock Index.
Principal Large Company Value Account - The Large Company
Value Account is a pooled investment account invested
primarily in common stocks of large companies that are
undervalued at the time of purchase and whose earnings are
expected to grow at above average rates.
6
<PAGE>
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Principal Medium Company Blend Account - The Medium Company
Blend Account is a pooled investment account invested in
common stocks of medium sized companies that generate
long-term capital growth.
Principal Small Company Growth Account - The Small Company
Growth Account is a pooled investment account invested in
common stocks of small companies who are at or near
development stage with above average growth characteristics.
Principal International Stock Account - The International
Stock Account is a pooled investment account invested
primarily in common stocks of corporations located outside
the United States and may also occasionally be invested in
preferred stocks or convertible bonds of these
corporations. Account assets may also be invested in U.S.
or non-U.S. securities other than stocks or retained in
cash.
Principal International Emerging Markets Stock Account -
The International Emerging Markets Stock Account is a
pooled investment account invested primarily in common
stocks of companies located in other countries with rapid
economic growth and improved standards of living.
Lithia Motors, Inc. Class A Common Stock - Beginning
January 1, 1998, participants may invest in shares of Class
A Common Stock of the plan sponsor, Lithia Motors, Inc.
Participant Loans - Participants may borrow from their fund
accounts a minimum of $1,000 and maximum equal to the lessor
of $50,000 or 50% of their account balance. Loan transactions
are treated as a transfer from the investment fund to the
participant loan fund. Loan terms range from one to five
years or up to 10 years for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account and bear interest at a rate of 8% to
10%. Principal and interest are paid ratably through monthly
payroll deductions.
Payment of Benefits - Benefits are recorded when paid.
Participant balances attributable to participants who have
withdrawn from the Plan but whose balances have not been paid
were $382,146 and $89,346 at December 31, 1998 and 1997,
respectively. On termination of service or upon reaching
retirement age, a participant receives a lump-sum amount
equal to the value of his or her account.
Forfeited Accounts - In 1998, forfeited non-vested accounts
amounted to $9,776 and were used to reduce Plan
administrative expenses.
7
<PAGE>
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Principles of Accounting - Assets of the Plan are stated at
quoted market prices, where available. Unrealized
appreciation or depreciation has been reflected in the
statement of changes in net assets available for Plan
benefits with Fund Information. The amount of realized gains
and losses on investment transactions is determined based on
the historical cost of the investment being sold. Unrealized
appreciation or depreciation recognized in prior years on
investments sold is offset against unrealized appreciation or
depreciation in the year of the sale.
The Plan sponsor has voluntarily paid for certain
administration expenses of the Plan, and these expenses are
not reflected in these financial statements.
Use of Estimates - The preparation of the financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could
differ from those estimates.
Basis of Accounting - The financial statements of the Plan
are prepared under the accrual method of accounting.
Investment Valuation and Income Recognition - The Plan's
investments are stated at fair value. Shares of registered
investment companies and shares of Lithia Motors, Inc. are
valued at quoted market prices which represent the net asset
value of shares held by the Plan at year-end. Participant
loans are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
NOTE 4 - INCOME TAX STATUS
The Plan obtained its latest determination letter on November
3, 1995, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
8
<PAGE>
SCHEDULE G
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEE FORM 5500 LINE 27a
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN
EIN 93-0572810
PLAN NUMBER 003
PLAN YEAR 01/01/1998 TO 12/31/1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
Description of investment including
Identity of Issuer, borrower, maturity date, rate of interest,
lessor or similar party collateral, par or maturity date Cost Current Value
<S> <C> <C>
* Principal Life Insurance Company Pooled Separate Account $2,333,933.46 $2,389,963.12
Money Market
* Principal Life Insurance Company Pooled Separate Account $ 536,193.94 $ 563,620.46
Bond and Mortgage
* Principal Life Insurance Company Pooled Separate Account $1,696,628.67 $1,963,131.96
Stock Index 500
* Principal Life Insurance Company Pooled Separate Account $ 887,766.29 $ 983,905.42
Large Company Value
* Principal Life Insurance Company Pooled Separate Account $ 789,885.63 $ 785,716.18
Medium Company Blend
* Principal Life Insurance Company Pooled Separate Account $ 823,285.17 $ 810,913.14
Small Company Growth
* Principal Life Insurance Company Pooled Separate Account $ 256,079.79 $ 256,534.16
International Stock
* Principal Life Insurance Company Pooled Separate Account $ 94,044.14 $ 82,475.25
International Emerging Markets
* LITHIA MOTORS, INC. Lithia Motors, Inc. Class A $ 957,834.54 $1,078,917.42
Employer Securities, Common
* Participant Loans Range of Interest Rates $ - $ 398,040.00
Rates Range from 8.00% to 10.00%
</TABLE>
9
<PAGE>
SCHEDULE G
(continued)
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEE FORM 5500 LINE 27a
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN
EIN 93-0572810
PLAN NUMBER 003
PLAN YEAR 01/01/1998 TO 12/31/1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
Total Number Total Number Total Value Total Value
Description of asset of Purchases of Sales of Purchases of Sales Net Gain (Loss)
<S> <C> <C> <C> <C> <C>
Pooled Separate Account 75 $ 4,903,828.85 $ -
Money Market
Pooled Separate Account 120 $ 2,599,078.23 $ 29,182.84
Money Market
Pooled Separate Account 61 $ 728,404.19 $ -
Bond and Mortgage
Pooled Separate Account 69 $ 196,864.99 $ 4,654.74
Bond and Mortgage
Pooled Separate Account 94 $ 2,254,910.38 $ -
Stock Index 500
Pooled Separate Account 100 $ 577,357.71 $ 19,076.00
Stock Index 500
Pooled Separate Account 68 $ 1,205,812.43 $ -
Large Company Value
Pooled Separate Account 73 $ 339,851.15 $ 21,805.01
Large Company Value
Pooled Separate Account 64 $ 1,109,814.97 $ -
Medium Company Blend
Pooled Separate Account 88 $ 316,802.38 $ (3,126.96)
Medium Company Blend
Pooled Separate Account 72 $ 1,802,104.04 $ -
Small Company Growth
Pooled Separate Account 99 $ 911,563.19 $ (67,255.68)
Small Company Growth
Pooled Separate Account 64 $ 610,454.36 $ -
International Stock
Pooled Separate Account 72 $ 347,280.19 $ (7,094.38)
International Stock
Lithia Motors, Inc. Class A 67 $ 1,065,115.09 $ -
Employer Securities, Common
</TABLE>
*Schedule is prepared using the alternative way of reporting (iii) series
transactions under DOL Regulations 2520.103-6(d)(2).
10
<PAGE>
SCHEDULE G
(continued)
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEE FORM 5500 LINE 27a
LITHIA MOTORS, INC.
SALARY REDUCTION PROFIT SHARING PLAN
EIN 93-0572810
PLAN NUMBER 003
PLAN YEAR 01/01/1998 TO 12/31/1998
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
Total Number Total Number Total Value Total Value
Description of asset of Purchases of Sales of Purchases of Sales Net Gain (Loss)
<S> <C> <C> <C> <C> <C>
Lithia Motors, Inc. Class A 45 $ 113,280.77 $ 6,000.22
Employer Securities, Common
OUTSIDE ASSET 02 1 $ 1,382,684.30 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 02 1 $ 1,470,414.71 $ 87,731.87
Invst In Registered Invst Cos.
OUTSIDE ASSET 03 1 $ 227,532.19 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 03 1 $ 240,812.06 $ 13,280.55
Invst In Registered Invst Cos.
OUTSIDE ASSET 04 1 $ 1,490,886.27 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 04 1 $ 1,593,933.01 $ 103,048.63
Invst In Registered Invst Cos.
OUTSIDE ASSET 05 1 $ 781,361.98 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 05 1 $ 814,727.27 $ 33,366.25
Invst In Registered Invst Cos.
OUTSIDE ASSET 07 1 $ 2,015,012.57 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 07 1 $ 2,024,158.93 $ 9,147.61
Invst In Registered Invst Cos.
OUTSIDE ASSET 08 1 $ 367,656.76 $ -
Invst In Registered Invst Cos.
OUTSIDE ASSET 08 1 $ 366,713.50 $ (950.17)
Invst In Registered Invst Cos.
</TABLE>
*Schedule is prepared using the alternative way of reporting (iii) series
transactions under DOL Regulations 2520.103-6(d)(2).
11
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
LITHIA MOTORS, INC. SALARY REDUCTION
PROFIT SHARING PLAN TRUST
Date: 6/30/99 By: /s/ Dorothy Crocket
--------------------------------
Dorothy Crockett
Vice President and Plan
Administrator
12
<PAGE>
EXHIBIT INDEX
Exhibit
23.0 Consent of Moss-Adams LLP
EXHIBITS 23.0
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-43593 of Lithia Motors, Inc. on Form 2-8 of our report dated May 12, 1999
appearing in this Annual Report on Form 11-K of the Lithia Motors, Inc. Salary
Reduction Profit Sharing Plan Trust for the year ended December 31, 1998.
/s/ Moss Adams LLP
- ----------------------------
Moss Adams LLP
Medford, Oregon
June 30, 1999
