United States securities and exchange commission logo
September 17, 2020
Tina Miller
Chief Financial Officer
Lithia Motors Inc.
150 N. Bartlett Street
Medford, Oregon 97501
Re: Lithia Motors Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 21,
2020
File No. 1-14733
Dear Ms. Miller:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Segments, page 28
1. The presentation of the
subtotal of Total Segment Income in any context other than the
ASC 280 required
reconciliation in the footnotes to the financial statements represents
the presentation of a
non-GAAP measure. Refer to Question 104.04 of the Non-GAAP
Compliance and
Disclosure Interpretations. Please revise your reconciliation or
identify Total Segment
Income as a non-GAAP measure.
Note 1. Summary of Significant Accounting Policies
Stock-Based Compensation, page F-12
2. Please explain to us
what you mean when you disclose that the fair value of non-vested
stock awards is based
on the intrinsic value on the date of grant. We are aware of the
Tina Miller
Lithia Motors Inc.
September 17, 2020
Page 2
definition of intrinsic value in ASC 718-10-20 that a non-vested share
may be described
as an option on that share with an exercise price of zero. Thus, the fair
value of a share is
the same as the intrinsic value of such an option on that share.
Note 18. Segments, page F-33
3. Please tell us your consideration of disclosing total expenditures for
each reportable
segment for additions to long-lived assets. Refer to ASC 280-10-50-25b.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tony Watson at (202) 551-3318 or Jim Allegretto at (202)
551-
3849 with any questions.
Sincerely,
FirstName LastNameTina Miller
Division of
Corporation Finance
Comapany NameLithia Motors Inc.
Office of Trade &
Services
September 17, 2020 Page 2
cc: Edward Impert
FirstName LastName