LAD 10-Q Quarterly Report Sept. 30, 2025

LITHIA MOTORS INC

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lad-20250930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2025


☐	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.)
150 N. Bartlett Street	Medford,	Oregon	97501
(Address of principal executive offices)			(Zip Code)

( 541 ) 776-6401

Registrant’s telephone number, including area code

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock without par value	LAD	The New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,

or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	Non-accelerated filer	Accelerated filer	Smaller reporting company	Emerging growth company
☒	☐	☐	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☒

As of October 24, 2025 , there were 24,250,030 shares of the registrant’s common stock outstanding.

LITHIA MOTORS, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


Item Number	Item	Page
	GLOSSARY	1

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	2
	Consolidated Balance Sheets (Unaudited) - September 30, 2025, and December 31, 2024	2
	Consolidated Statements of Operations (Unaudited) - Three and Nine Months Ended September 30, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income (Unaudited) – Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Equity and Redeemable Non-controlling Interest (Unaudited) - Three and Nine Months Ended September 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2025 and 2024	6
	Condensed Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	43
Item 6.	Exhibits	43

	SIGNATURE	44


		GLOSSARY	1

Table of Contents

GLOSSARY OF DEFINITIONS

The following are abbreviations and definitions of terms used within this report:


Terms		Definitions
AFS		Available-for-sale
ASC		Accounting Standards Codification
ASU		Accounting standards update
Board		Board of directors
BPS		Basis points
CAD		Canadian Dollar ($)
CPO		Certified pre-owned
DFC		Driveway Finance Corporation
EBITDA		Earnings before interest, taxes, depreciation, and amortization
EPS		Earnings per share
FASB		Financial Accounting Standards Board
GAAP		Generally accepted accounting principles
GBP		Great Britain Pound (£)
JPM		JPMorgan Chase Bank, N.A.
LAD		Lithia and Driveway
Mizuho		Mizuho Bank, Ltd.
NCI		Non-controlling interest
NM		Not meaningful
NYSE		New York Stock Exchange
PINE.L		Pinewood Technologies Group PLC
PPA		Purchase price allocation
RSU		Restricted stock units
SEC		Securities and Exchange Commission
SG&A		Selling, general, and administrative
SOFR		Secured Overnight Financing Rate
SONIA		Sterling Overnight Index Average
U.K.		United Kingdom
U.S.		United States of America
USB		US Bank National Association
YTD		Year-to-date


		CONSOLIDATED FINANCIAL STATEMENTS	2

Table of Contents


CONSOLIDATED BALANCE SHEETS
(In millions; Unaudited)	September 30, 2025	December 31, 2024
Assets
Current assets:
Cash, restricted cash, and cash equivalents	$ 417.1	$ 402.2
Accounts receivable, net of allowance for doubtful accounts of $ 6.7 and $ 2.3	1,212.8	1,237.0
Inventories, net	5,941.7	5,911.7
Other current assets	354.3	223.0
Total current assets	7,925.9	7,773.9

Property and equipment, net of accumulated depreciation of $ 957.9 and $ 825.5	4,784.0	4,629.9
Operating lease right-of-use assets	629.9	658.7
Finance receivables, net of allowance for estimated losses of $ 139.8 and $ 123.4	4,544.9	3,868.2
Goodwill	2,440.1	2,115.5
Franchise value	2,771.8	2,550.3
Other non-current assets	1,422.5	1,526.1
Total assets	$ 24,519.1	$ 23,122.6

Liabilities and equity
Current liabilities:
Floor plan notes payable	$ 1,964.1	$ 2,055.1
Floor plan notes payable: non-trade	2,904.8	2,848.0
Current maturities of long-term debt	58.1	134.0
Current maturities of non-recourse notes payable	49.8	58.1
Trade payables	336.7	333.7
Accrued liabilities	1,212.5	1,122.2
Total current liabilities	6,526.0	6,551.1

Long-term debt, less current maturities	6,965.8	6,119.3
Non-recourse notes payable, less current maturities	2,195.9	2,051.2
Deferred revenue	543.3	414.2
Deferred income taxes	530.6	397.1
Non-current operating lease liabilities	583.2	596.5
Other long-term liabilities	380.7	319.1
Total liabilities	17,725.5	16,448.5

Equity:
Preferred stock - no par value; authorized 15.0 shares; none outstanding	—	—
Common stock - no par value; authorized 125.0 shares; issued and outstanding 24.4 and 26.4	165.4	793.1
Additional paid-in capital	122.6	107.2
Accumulated other comprehensive income (loss)	86.6	( 3.6 )
Retained earnings	6,394.1	5,753.5
Total stockholders’ equity - Lithia Motors, Inc.	6,768.7	6,650.2
Non-controlling interest	24.9	23.9
Total equity	6,793.6	6,674.1
Total liabilities, non-controlling interest, and equity	$ 24,519.1	$ 23,122.6

See accompanying condensed notes to consolidated financial statements.


		CONSOLIDATED FINANCIAL STATEMENTS	3

Table of Contents


CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions, except per share amounts; Unaudited)	2025	2024	2025	2024
Revenues
New vehicle retail	$ 4,630.3	$ 4,430.0	$ 13,508.9	$ 12,847.9
Used vehicle retail	3,096.3	2,843.3	9,110.2	8,630.1
Used vehicle wholesale	367.0	390.9	1,081.1	1,018.1
Finance and insurance	378.6	360.4	1,116.8	1,061.9
Aftersales	1,037.1	1,012.8	3,039.6	2,876.3
Fleet and other	166.5	183.6	580.5	580.4
Total revenues	9,675.8	9,221.0	28,437.1	27,014.7
Cost of sales
New vehicle retail	4,353.6	4,123.6	12,655.3	11,925.4
Used vehicle retail	2,902.9	2,654.4	8,518.6	8,062.9
Used vehicle wholesale	371.5	393.0	1,090.6	1,020.7
Aftersales	432.6	453.0	1,283.3	1,285.1
Fleet and other	149.2	166.6	527.8	531.1
Total cost of sales	8,209.8	7,790.6	24,075.6	22,825.2
Gross profit	1,466.0	1,430.4	4,361.5	4,189.5

Finance operations income (loss)	19.1	( 1.4 )	51.7	4.1

Selling, general and administrative	998.0	943.6	2,965.3	2,853.0
Depreciation and amortization	65.5	63.5	194.6	183.6
Operating profit	421.6	421.9	1,253.3	1,157.0
Floor plan interest expense	( 57.8 )	( 76.6 )	( 169.8 )	( 214.0 )
Other interest expense, net	( 68.3 )	( 64.5 )	( 200.5 )	( 189.3 )
Other (expense) income, net	( 13.3 )	5.1	35.9	35.4
Income before income taxes	282.2	285.9	918.9	789.1
Income tax provision	( 63.6 )	( 64.8 )	( 230.9 )	( 186.5 )
Net income	218.6	221.1	688.0	602.6
Net income attributable to non-controlling interest	( 1.5 )	( 1.2 )	( 5.3 )	( 3.8 )
Net income attributable to redeemable non-controlling interest	—	( 12.6 )	—	( 14.8 )
Net income attributable to Lithia Motors, Inc.	$ 217.1	$ 207.3	$ 682.7	$ 584.0

Basic earnings per share attributable to Lithia Motors, Inc. common stockholders	$ 8.63	$ 7.75	$ 26.47	$ 21.50
Shares used in basic per share calculations	25.2	26.7	25.8	27.2

Diluted earnings per share attributable to Lithia Motors, Inc. common stockholders	$ 8.61	$ 7.73	$ 26.42	$ 21.47
Shares used in diluted per share calculations	25.2	26.8	25.8	27.2

Cash dividends paid per share	$ 0.55	$ 0.53	$ 1.63	$ 1.56

See accompanying condensed notes to consolidated financial statements.


		CONSOLIDATED FINANCIAL STATEMENTS	4

Table of Contents


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions; Unaudited)	2025	2024	2025	2024
Net income	$ 218.6	$ 221.1	$ 688.0	$ 602.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	( 30.2 )	71.6	89.1	54.6
Unrealized gain on debt securities, net of tax provision of $( 0.0 ) , $( 0.3 ) , $( 0.2 ) , and $( 0.2 ) , respectively	0.2	1.2	0.7	0.7
Unrealized gain on cash flow hedges, net of tax provision of $ — , $ — , $( 0.1 ) and $ — , respectively	—	—	0.4	—
Total other comprehensive (loss) income, net of tax	( 30.0 )	72.8	90.2	55.3
Comprehensive income	188.6	293.9	778.2	657.9

Comprehensive income attributable to non-controlling interest	( 1.5 )	( 1.2 )	( 5.3 )	( 3.8 )
Comprehensive income attributable to redeemable non- controlling interest	—	( 12.6 )	—	( 14.8 )
Comprehensive income attributable to Lithia Motors, Inc.	$ 187.1	$ 280.1	$ 772.9	$ 639.3

See accompanying condensed notes to consolidated financial statements.


		CONSOLIDATED FINANCIAL STATEMENTS	5

Table of Contents


CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON- CONTROLLING INTEREST
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions; Unaudited)	2025	2024	2025	2024
Total equity, beginning balances	$ 7,011.0	$ 6,392.4	$ 6,674.1	$ 6,238.9

Common stock, beginning balances	568.8	924.0	793.1	1,100.6
Stock-based compensation	1.6	1.5	29.7	29.7
Issuance of stock in connection with employee stock purchase plans	7.6	7.4	21.0	21.2
Repurchase of common stock, including excise tax	( 412.6 )	( 54.6 )	( 678.4 )	( 273.2 )
Common stock, ending balances	165.4	878.3	165.4	878.3

Additional paid-in capital, beginning balances	110.2	79.5	107.2	79.9
Stock-based compensation	12.4	14.8	15.4	14.4
Additional paid-in capital, ending balances	122.6	94.3	122.6	94.3

Accumulated other comprehensive income (loss), beginning balances	116.6	2.6	( 3.6 )	20.1
Foreign currency translation adjustment	( 30.2 )	71.6	89.1	54.6
Unrealized gain on debt securities, net of tax provision of $( 0.0 ) , $( 0.3 ) , $( 0.2 ) , and $( 0.2 ) , respectively	0.2	1.2	0.7	0.7
Unrealized gain on cash flow hedges, net of tax provision of $ — , $ — , $( 0.1 ) , and $ — , respectively	—	—	0.4	—
Accumulated other comprehensive income, ending balances	86.6	75.4	86.6	75.4

Retained earnings, beginning balances	6,190.9	5,361.8	5,753.5	5,013.3
Net income attributable to Lithia Motors, Inc.	217.1	207.3	682.7	584.0
Dividends paid	( 13.9 )	( 14.2 )	( 42.1 )	( 42.4 )
Retained earnings, ending balances	6,394.1	5,554.9	6,394.1	5,554.9

Non-controlling interest, beginning balances	24.5	24.5	23.9	25.0
Distribution of non-controlling interest	( 1.1 )	( 2.2 )	( 4.3 )	( 5.3 )
Net income attributable to non-controlling interest	1.5	1.2	5.3	3.8
Non-controlling interest, ending balances	24.9	23.5	24.9	23.5

Total equity, ending balances	$ 6,793.6	$ 6,626.4	$ 6,793.6	$ 6,626.4

Redeemable non-controlling interest, beginning balances	$ —	$ 46.2	$ —	$ 44.0
Distribution of redeemable non-controlling interest	—	( 0.1 )	—	( 0.1 )
Net income attributable to redeemable non-controlling interest	—	12.6	—	14.8
Redemption of redeemable non-controlling interest	—	( 58.7 )	—	( 58.7 )
Redeemable non-controlling interest, ending balances	$ —	$ —	$ —	$ —

See accompanying condensed notes to consolidated financial statements.


		CONSOLIDATED FINANCIAL STATEMENTS	6

Table of Contents


CONSOLIDATED STATEMENTS OF CASH FLOWS
	Nine Months Ended September 30,
(In millions; Unaudited)	2025	2024
Cash flows from operating activities:
Net income	$ 688.0	$ 602.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	239.5	219.7
Stock-based compensation	45.1	44.1
Net loss on disposal of other assets	3.9	3.8
Net gain on disposal of stores	( 17.7 )	( 0.3 )
Unrealized investment gain, net	( 12.1 )	( 27.6 )
Deferred income taxes	102.6	86.9
Amortization of operating lease right-of-use assets	67.2	70.6
Decrease (increase) (net of acquisitions and dispositions):
Accounts receivable, net	55.5	44.7
Inventories	44.8	( 324.3 )
Finance receivables	( 671.3 )	( 524.2 )
Other assets	( 263.8 )	( 115.2 )
Increase (decrease) (net of acquisitions and dispositions):
Floor plan notes payable	( 151.0 )	325.0
Trade payables	( 7.4 )	( 26.7 )
Accrued liabilities	52.8	( 6.2 )
Other long-term liabilities and deferred revenue	56.9	( 9.6 )
Net cash provided by operating activities	233.0	363.3
Cash flows from investing activities:
Capital expenditures	( 257.7 )	( 271.9 )
Proceeds from sales of assets	30.5	5.3
Net cash used for other investments	( 12.7 )	( 329.1 )
Cash paid for acquisitions, net of cash acquired	( 417.6 )	( 1,247.0 )
Proceeds from sales of stores	178.1	21.9
Net cash used in investing activities	( 479.4 )	( 1,820.8 )
Cash flows from financing activities:
Borrowings on floor plan notes payable, net: non-trade	73.3	280.1
Borrowings on lines of credit	11,707.1	10,325.4
Repayments on lines of credit	( 11,575.1 )	( 9,627.0 )
Principal payments on long-term debt and finance lease liabilities, scheduled	( 29.6 )	( 29.0 )
Principal payments on long-term debt and finance lease liabilities, other	( 15.7 )	( 48.2 )
Proceeds from issuance of long-term debt	741.0	279.5
Principal payments on non-recourse notes payable	( 959.0 )	( 661.6 )
Proceeds from issuance of non-recourse notes payable	1,095.3	739.0
Payment of debt issuance costs	( 11.7 )	( 7.6 )
Proceeds from issuance of common stock	21.0	21.2
Repurchase of common stock	( 662.3 )	( 273.2 )
Dividends paid	( 42.1 )	( 42.4 )
Payment of contingent consideration related to acquisitions	( 9.4 )	( 12.0 )
Other financing activity	( 68.3 )	( 64.0 )
Net cash provided by financing activities	264.5	880.2
Effect of exchange rate changes on cash, restricted cash, and cash equivalents	4.7	3.9
Increase (decrease) in cash, restricted cash, and cash equivalents	22.8	( 573.4 )
Cash, restricted cash, and cash equivalents at beginning of year	445.8	972.0
Cash, restricted cash, and cash equivalents at end of period	$ 468.6	$ 398.6

See accompanying condensed notes to consolidated financial statements.


		CONSOLIDATED FINANCIAL STATEMENTS	7

Table of Contents


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Nine Months Ended September 30,
(In millions)	2025	2024
Reconciliation of cash, restricted cash, and cash equivalents to the consolidated balance sheets
Cash and cash equivalents	$ 206.5	$ 209.8
Restricted cash from collections on auto loans receivable and customer deposits	210.6	149.7
Cash, restricted cash, and cash equivalents	417.1	359.5
Restricted cash on deposit in reserve accounts, included in other non-current assets	51.5	39.1
Total cash, restricted cash, and cash equivalents reported in the Consolidated Statements of Cash Flows	$ 468.6	$ 398.6

Supplemental cash flow information:
Cash paid during the period for interest	$ 524.7	$ 546.5
Cash paid during the period for income taxes, net	137.9	149.8
Debt paid in connection with store disposals	40.8	13.1

Non-cash activities:
Debt assumed in connection with acquisitions	$ —	$ 868.1
Acquisition of finance leases in connection with acquisitions	—	22.7
Right-of-use assets obtained in exchange for lease liabilities	30.8	310.7
Unsettled repurchases of common stock and excise taxes	16.1	—

See accompanying condensed notes to consolidated financial statements.


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	8

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. INTERIM FINANCIAL STATEMENTS

Basis of Presentation

These Consolidated Financial Statements contain unaudited information as of September 30, 2025 , and for the

three and nine months ended September 30, 2025 and 2024 . The unaudited interim financial statements have been

prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required

by accounting principles generally accepted in the United States of America for annual financial statements are not

included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which

include only normal recurring adjustments) necessary for a fair presentation of the information when read in

conjunction with our 2024 audited Consolidated Financial Statements and the related notes thereto. The financial

information as of December 31, 2024 , is derived from our Annual Report on Form 10-K filed with the SEC on

February 24, 2025 . The results of operations for the interim periods presented are not necessarily indicative of the

results to be expected for the full year.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying Consolidated

Financial Statements to maintain consistency and comparability between periods presented. Within our financing

operations income, we disaggregated our lease income out of our previously reported interest, fee, and lease

income to be its own separately presented line item, as well as revised the related lease depreciation and

amortization to now be reported as lease costs, reclassifying amounts previously reported net within lease income.

Correction of an Error

In the three months ended March 31, 2025, we identified an immaterial error related to interest and fee income

recognition in our previously issued financial statements for the year ended December 31, 2024.

In accordance with FASB ASC 250, Accounting Changes and Error Corrections, we corrected this error by

retrospectively restating the affected prior periods in this Form 10-Q.

The following tables summarize the impact of the correction on our Consolidated Balance Sheet and Consolidated

Statement of Operations.


	December 31, 2024
(In millions)	As Previously Reported	Adjustment	As Restated
Consolidated Balance Sheet
Other current assets	$ 221.3	$ 1.7	$ 223.0
Total current assets	7,772.2	1.7	7,773.9
Finance receivables, net	3,875.2	( 7.0 )	3,868.2
Total assets	23,127.9	( 5.3 )	23,122.6
Retained earnings	5,758.8	( 5.3 )	5,753.5
Total stockholders’ equity - Lithia Motors, Inc.	6,655.5	( 5.3 )	6,650.2
Total equity	6,679.4	( 5.3 )	6,674.1
Total liabilities, non-controlling interest, and equity	23,127.9	( 5.3 )	23,122.6


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9

Table of Contents


	For the Three Months Ended September 30, 2024
(in millions, except per share amounts)	As Previously Reported	Adjustment	As Restated
Consolidated Statement of Operations
Financing operations income (loss)	$ 0.9	$ ( 2.3 )	$ ( 1.4 )
Operating profit	424.2	( 2.3 )	421.9
Income before income taxes	288.2	( 2.3 )	285.9
Income tax provision	( 65.3 )	0.5	( 64.8 )
Net income	222.9	( 1.8 )	221.1
Net income attributable to Lithia Motors, Inc.	209.1	( 1.8 )	207.3
Basic earnings per share attributable to Lithia Motors, Inc.	$ 7.82	$ ( 0.07 )	$ 7.75
Diluted earnings per share attributable to Lithia Motors, Inc.	$ 7.80	$ ( 0.07 )	$ 7.73


	For the Nine Months Ended September 30, 2024
(in millions, except per share amounts)	As Previously Reported	Adjustment	As Restated
Consolidated Statement of Operations
Financing operations income	$ 6.4	$ ( 2.3 )	$ 4.1
Operating profit	1,159.3	( 2.3 )	1,157.0
Income before income taxes	791.4	( 2.3 )	789.1
Income tax provision	( 187.0 )	0.5	( 186.5 )
Net income	604.4	( 1.8 )	602.6
Net income attributable to Lithia Motors, Inc.	585.8	( 1.8 )	584.0
Basic earnings per share attributable to Lithia Motors, Inc.	$ 21.57	$ ( 0.07 )	$ 21.50
Diluted earnings per share attributable to Lithia Motors, Inc.	$ 21.54	$ ( 0.07 )	$ 21.47

NOTE 2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:


(In millions)	September 30, 2025	December 31, 2024
Contracts in transit	$ 437.2	$ 497.4
Trade receivables	166.2	166.5
Vehicle receivables	258.7	243.7
Manufacturer receivables	338.0	306.3
Other receivables, current	19.4	25.4
	1,219.5	1,239.3
Less: Allowance for doubtful accounts	( 6.7 )	( 2.3 )
Total accounts receivable, net	$ 1,212.8	$ 1,237.0

The long-term portion of other receivables was included as a component of Other non-current assets in the

Consolidated Balance Sheets.

NOTE 3. INVENTORIES AND FLOOR PLAN NOTES PAYABLE

The components of inventories, net, consisted of the following:


(In millions)	September 30, 2025	December 31, 2024
New vehicles	$ 3,453.1	$ 3,555.3
Used vehicles	2,227.8	2,085.6
Parts and accessories	260.8	270.8
Total inventories	$ 5,941.7	$ 5,911.7

Vehicle inventory costs are generally reduced by manufacturer holdbacks and incentives, while the related floor plan

notes payable are reflective of the gross cost of the vehicle.


(In millions)	September 30, 2025	December 31, 2024
Floor plan notes payable	$ 1,964.1	$ 2,055.1
Floor plan notes payable: non-trade	2,904.8	2,848.0
Total floor plan debt	$ 4,868.9	$ 4,903.1


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10

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NOTE 4. FINANCE RECEIVABLES

Interest income on finance receivables is recognized based on the contractual terms of each receivable and is

accrued until repayment, reaching non-accrual status, charge-off, or repossession. Direct costs associated with

originations are capitalized and expensed as an offset to interest income when recognized on the receivables.

The balances of finance receivables are made up of loans and finance leases secured by the related vehicles. More

than 99 % of the portfolio is aged less than 60 days past due with less than 1 % on non-accrual status.

Finance Receivables, net


(In millions)	September 30, 2025	December 31, 2024
Asset-backed term funding	$ 2,757.3	$ 2,604.9
Warehouse facilities	1,514.8	1,052.0
Other managed receivables	389.5	314.2
Total finance receivables	4,661.6	3,971.1
Accrued interest and fees	23.1	20.5
Less: Allowance for credit losses	( 139.8 )	( 123.4 )
Finance receivables, net	$ 4,544.9	$ 3,868.2

Finance Receivables by FICO Score


	As of September 30, 2025
	Year of Origination
($ in millions)	2025	2024	2023	2022	2021	Prior to 2021	Total
<599	$ 35.9	$ 39.2	$ 26.2	$ 14.1	$ 5.8	$ 0.6	$ 121.8
600-699	490.1	410.0	284.2	200.5	54.7	4.3	1,443.8
700-774	612.7	423.3	287.2	194.3	24.6	1.7	1,543.8
775+	614.8	379.4	224.8	118.4	5.7	0.5	1,343.6
Total auto loan receivables	$ 1,753.5	$ 1,251.9	$ 822.4	$ 527.3	$ 90.8	$ 7.1	4,453.0
Other finance receivables 1							208.6
Total finance receivables							$ 4,661.6


		As of December 31, 2024
		Year of Origination
($ in millions)	2024	2023	2022	2021	2020	Total
<599	$ 53.0	$ 39.7	$ 22.4	$ 9.9	$ 1.4	$ 126.4
600-699	534.1	406.2	298.8	90.2	8.3	1,337.6
700-774	560.2	402.5	284.9	39.5	3.2	1,290.3
775+	528.1	324.9	176.6	9.1	1.3	1,040.0
Total auto loan receivables	$ 1,675.4	$ 1,173.3	$ 782.7	$ 148.7	$ 14.2	3,794.3
Other finance receivables 1						176.8
Total finance receivables						$ 3,971.1

1 Includes legacy portfolio, loans that are originated with no FICO score available, lease receivables, and deferred origination

fees.

In accordance with FASB ASC Topic 326, the allowance for credit losses on finance receivables is estimated based

on our historical write-off experience, current conditions and forecasts, as well as the value of any underlying assets

securing these receivables. Consideration is given to recent delinquency trends and recovery rates. Account

balances are charged against the allowance upon reaching 120 days past due status.


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	11

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Rollforward of Allowance for Credit Losses on Finance Receivables

Our allowance for credit losses on finance receivables represents the net credit losses expected over the remaining

contractual life of our managed receivables. The allowance for credit losses on finance receivables consisted of the

following changes during the period:


	Nine Months Ended September 30,
(In millions)	2025	2024
Allowance at beginning of period	$ 123.4	$ 106.4
Charge-offs	( 120.1 )	( 106.8 )
Recoveries	64.5	44.2
Sold loans	—	( 0.3 )
Provision expense	72.5	77.0
Currency translation	( 0.5 )	—
Allowance at end of period	$ 139.8	$ 120.5

Charge-off Activity by Year of Origination


	Nine Months Ended September 30,
(In millions)	2025	2024
2025	$ 6.0	$ —
2024	37.1	5.3
2023	38.3	45.4
2022	26.7	39.5
2021	7.6	13.6
2020 and prior	0.4	1.2
Other finance receivables 1	4.0	1.8
Total charge-offs	$ 120.1	$ 106.8

1 Includes legacy portfolio, loans that are originated with no FICO score available, and finance lease receivables.

NOTE 5. GOODWILL AND FRANCHISE VALUE

The changes in the carrying amounts of goodwill are as follows:


(In millions)	Vehicle Operations	Financing Operations	Consolidated
Balance as of December 31, 2023	$ 1,913.0	$ 17.6	$ 1,930.6
Adjustments to purchase price allocations 2	47.7	—	47.7
Additions through acquisitions 1	167.0	—	167.0
Reductions through disposals	( 22.1 )	—	( 22.1 )
Currency translation	( 6.3 )	( 1.4 )	( 7.7 )
Balance as of December 31, 2024	2,099.3	16.2	2,115.5
Additions through acquisitions 3	347.9	—	347.9
Reductions through disposals	( 39.2 )	—	( 39.2 )
Currency translation	15.4	0.5	15.9
Balance as of September 30, 2025	$ 2,423.4	$ 16.7	$ 2,440.1

1 Our purchase price allocations ( PPA ) for the 2023 acquisitions were finalized in 2024 . As a result, we added $ 146.6 million

of goodwill. Preliminary PPA for a portion of our 2024 acquisitions resulted in adding $ 20.4 million of goodwill. Our PPA for

the remaining 2024 acquisitions are preliminary and goodwill is not yet allocated to our segments. These amounts are

included in other non-current assets until we finalize our purchase accounting. See Note 12 – Acquisitions .

2 Our PPA for a portion of the 2023 acquisitions recognized in 2023 was adjusted and finalized in 2024 upon the completion of

our fair value adjustments for assumed contract liabilities, acquired loan portfolio, and contingent consideration, adding

$ 47.7 million of goodwill.

3 Our PPA for a portion of the 2024 acquisitions were finalized in 2025 . As a result, we added $ 347.9 million of goodwill. Our

PPA for the remainder of the 2024 acquisitions and 2025 acquisitions are preliminary and goodwill is not yet allocated to our

segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 12 –

Acquisitions .


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	12

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The changes in the carrying amounts of franchise value are as follows :


(In millions)	Franchise Value
Balance as of December 31, 2023	$ 2,402.2
Additions through acquisitions 1	172.5
Reductions through divestitures	( 9.5 )
Currency translation	( 14.9 )
Balance as of December 31, 2024	2,550.3
Additions through acquisitions 2	218.0
Reductions through divestitures	( 16.3 )
Currency translation	19.8
Balance as of September 30, 2025	$ 2,771.8

1 Our PPA for the 2023 acquisitions were finalized in 2024 . As a result, we added $ 172.5 million of franchise value. Our PPA

for 2024 acquisitions is preliminary and franchise value is not yet allocated. These amounts are included in other non-current

assets until we finalize our purchase accounting. See Note 12 – Acquisitions .

2 Our PPA for a portion of the 2024 acquisitions were finalized in 2025 . As a result, we added $ 218.0 million of franchise

value. Our PPA for the remainder of the 2024 acquisitions and 2025 acquisitions are preliminary and franchise value is not

yet allocated. These amounts are included in other non-current assets until we finalize our purchase accounting. See

Note 12 – Acquisitions .

NOTE 6. INVESTMENTS

Marketable Securities

As of September 30, 2025 and December 31, 2024 , marketable equity securities recorded within other current

assets in the Consolidated Balance Sheets were $ 2.4 million and $ 2.2 million , respectively. Net unrealized gains

recognized during the nine months ended September 30, 2025 and 2024 on marketable equity securities held at the

reporting date were $ 0.2 million and $ 0.3 million , respectively.

Marketable debt securities accounted for as AFS , and recorded within Other current assets in the Consolidated

Balance Sheets, were as follows:


	As of September 30, 2025
					Fair Value of Securities with Contractual Maturities
(In millions)	Amortized Cost	Total Net Gains 1	Total Net Losses 1	Fair Value	Within 1 Year	After 1 Year through 5 Years	After 5 Years
U.S. Treasury	$ 21.3	$ 0.2	$ —	$ 21.5	$ 3.7	$ 14.3	$ 3.5
Municipal securities	8.9	0.2	—	9.1	—	7.5	1.6
Corporate debt	21.7	0.3	—	22.0	5.0	12.3	4.7
Total	$ 51.9	$ 0.7	$ —	$ 52.6	$ 8.7	$ 34.1	$ 9.8


	As of December 31, 2024
					Fair Value of Securities with Contractual Maturities
(In millions)	Amortized Cost	Total Net Gains 1	Total Net Losses 1	Fair Value	Within 1 Year	After 1 Year through 5 Years	After 5 Years
U.S. Treasury	$ 20.4	$ —	$ ( 0.2 )	$ 20.2	$ 3.4	$ 13.8	$ 3.1
Municipal securities	10.0	—	—	10.0	1.5	7.0	1.5
Corporate debt	21.0	—	( 0.1 )	20.9	4.2	13.7	2.9
Total	$ 51.4	$ —	$ ( 0.3 )	$ 51.1	$ 9.1	$ 34.5	$ 7.5

1 Represents total unrealized losses for securities with net gains (losses) in accumulated other comprehensive income.

Proceeds from the maturity of AFS debt securities were $ 2.0 million and $ 8.2 million for the three and nine -months

ended September 30, 2025 . There were no gross realized gains or losses on the maturity of AFS debt securities for

the three and nine -months ended September 30, 2025 and 2024 .


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	13

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Equity Method Investments

Our common stock voting interests in Pinewood Technologies, PLC ( PINE.L ), a U.K. -based automotive dealership

management system provider, increased from 25.50 % to 31.95 % in July 2025. The investment is accounted for as

an equity method investment. The investment is measured at fair value based on quoted market prices, and all fair

market value changes in the investment are recorded as unrealized gains or losses as a component of Other

(expense) income, net in the Consolidated Statements of Operations. The fair value of our investment was $ 205.1

million and $ 100.0 million as of September 30, 2025 and December 31, 2024 , respectively . See Note 11 – Fair

Value Measurements .

NOTE 7. COMMITMENTS AND CONTINGENCIES

Contract Liabilities

Contract liabilities include self-insured maintenance and warranty contracts. Revenue is allocated to these

performance obligations and is recognized over time as services are provided to the customer. The amount of

revenue recognized is calculated, net of cancellations, using an input method, which most closely depicts

performance of the contracts. Our contract liability balances were $ 629.0 million an d $ 410.4 million as of

September 30, 2025 , and December 31, 2024 , respectively; and we recognized $ 50.6 million and $ 129.3 million of

revenue in the three and nine months ended September 30, 2025 related to our contract liability balance at

December 31, 2024 . Our contract liability balance is included in Accrued liabilities and Deferred revenue on the

Consolidated Balance Sheets .

Litigation

We are party to numerous legal proceedings arising in the normal course of our business. Although we do not

anticipate that the resolution of legal proceedings arising in the normal course of business will have a material

adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with

certainty.

NOTE 8. DEBT

Credit Facilities

US Bank Syndicated Credit Facility

On August 6, 2025, we amended our existing syndicated credit facility ( USB credit facility), now comprised of 20

financial institutions, including seven manufacturer-affiliated finance companies, maturing February 23, 2029 . The

amendment increased the total financing commitment and the amount to which the commitment could be further

expanded.

This USB credit facility provides for a total financing commitment of $ 6.5 billion , which may be further expanded,

subject to lender approval and the satisfaction of other conditions, up to a total of $ 7.0 billion . The allocation of the

financing commitment is for up to $ 3.0 billion in new vehicle inventory floorplan financing, up to $ 900 million in used

vehicle inventory floorplan financing, up to $ 100 million in service loaner vehicle floorplan financing, and up to

$ 2.5 billion in revolving financing for general corporate purposes, including acquisitions and working capital. We

have the option to reallocate the commitments under this USB credit facility, provided that the aggregate revolving

loan commitment may not be more than 50 % of the amount of the aggregate commitment, and the aggregate

service loaner vehicle floorplan commitment may not be more than the 3 % of the amount of the aggregate

commitment. All borrowings from, and repayments to, our lending group are presented in the Consolidated

Statements of Cash Flows as part of " Net cash provided by financing activities ”.

Our obligations under our USB credit facility are secured by a substantial amount of our assets, including our

inventory (including new and used vehicles, parts and accessories), equipment, accounts receivable (and other

rights to payment), real property, and our equity interests in certain of our subsidiaries. Under our USB credit facility,

our obligations relating to new vehicle floor plan loans are secured only by collateral owned by Lithia and its

dealerships borrowing under the new vehicle floor plan portion of the USB credit facility.

The interest rate on the USB credit facility varies based on the type of debt, with the rate of one-day SOFR plus a

credit spread adjustment of 0.10 % plus a margin of 1.10 % for new vehicle floor plan financing, 1.40 % for used

vehicle floor plan financing, 1.20 % for service loaner floor plan financing, and a variable interest rate on the


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	14

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revolving financing ranging from 1.00 % to 2.00 % depending on our leverage ratio. The annual interest rates

associated with our commitments are as follows:


Commitment	Annual Interest Rate at September 30, 2025
New vehicle floor plan	5.44 %
Used vehicle floor plan	5.74 %
Service loaner floor plan	5.54 %
Revolving line of credit	5.59 %

Bank of America Revolving Credit Facility

On April 1, 2025, we amended our revolving credit facility agreement with Bank of America . The amendment

extended the maturity date to February 22, 2029 and increased the commitment to £ 150.0 million GBP . The interest

rate on the working capital line of credit is measured based on the Sterling Overnight Index Average ( SONIA ) plus

1.45 % .

Mizuho Warehouse Facility

On August 1, 2025, we amended our securitization facility for our auto loan portfolio ( Mizuho warehouse facility ),

with Mizuho Bank Ltd., as administrative agent and account bank, providing initial commitments for borrowings of up

to $ 1.0 billion . The Mizuho warehouse facility matures on July 30, 2027 . The interest rate on the Mizuho warehouse

facility varies based on the Daily Simple SOFR rate plus 0.85 % .

Non-Recourse Notes Payable

In 2025, we issued $ 1.1 billion in non-recourse notes payable related to asset-backed term funding transactions.

Below is a summary of outstanding non-recourse notes payable issued:


($ in millions)	Balance as of September 30, 2025	Initial Principal Amount	Issuance Date	Interest Rate Range	Final Distribution Date
LAD Auto Receivables Trust 2021-1 Class A-D	$ 14.6	$ 344.4	11/24/21	3.99 % to 3.99 %	Various dates through Nov 2029
LAD Auto Receivables Trust 2022-1 Class A-C	40.6	298.1	08/17/22	5.21 % to 6.85 %	Various dates through Apr 2030
LAD Auto Receivables Trust 2023-1 Class A-D	92.5	479.7	02/14/23	5.48 % to 7.30 %	Various dates through Jun 2030
LAD Auto Receivables Trust 2023-2 Class A-D	141.7	556.7	05/24/23	5.42 % to 6.30 %	Various dates through Feb 2031
LAD Auto Receivables Trust 2023-3 Class A-D	135.6	415.4	08/23/23	5.95 % to 6.92 %	Various dates through Dec 2030
LAD Auto Receivables Trust 2023-4 Class A-D	157.4	421.2	11/15/23	6.10 % to 7.37 %	Various dates through Apr 2031
LAD Auto Receivables Trust 2024-1 Class A-D	144.1	329.4	02/14/24	5.17 % to 6.15 %	Various dates through Jun 2031
LAD Auto Receivables Trust 2024-2 Class A-D	220.1	$ 409.6	06/20/24	5.46 % to 6.37 %	Various dates through Oct 2031
LAD Auto Receivables Trust 2024-3 Class A-D	388.1	$ 614.9	11/15/24	4.52 % to 5.18 %	Various dates through Feb 2032
LAD Auto Receivables Trust 2025-1 Class A-D	$ 417.9	$ 564.0	02/12/25	4.60 % to 5.52 %	Various dates through May 2032
LAD Auto Receivables Trust 2025-2 Class A-D	493.1	$ 531.3	08/13/25	4.25 % to 5.01 %	Various dates through Dec 2032
Total non-recourse notes payable	$ 2,245.7	$ 4,964.7


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	15

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Senior Notes

On September 10, 2025, we issued $ 600.0 million in aggregate principal of 5.500 % senior notes due 2030 to

persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to non-

U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Interest accrues on the

notes from September 10, 2025 and is payable semiannually on April 1 and October 1. The first interest payment

will be paid on April 1, 2026. We may redeem the notes in whole or in part at any time on or after October 1, 2027.

We may also redeem up to 40 % of the aggregate principal amount of the notes (including any additional notes) with

funds in an aggregate amount up to the net cash proceeds of certain equity offerings completed before October 1,

2027, at a redemption price equal to 105.500 % of the principal amount thereof, plus accrued and unpaid interest, if

any, to, but excluding, the redemption date.

Below is a summary of outstanding senior notes issued:


($ in millions)	Principal Amount	Earliest Redemption Date	% Redeemable on September 30, 2025	Current Redemption Price	Maturity Date	Interest Payment Dates
4.625 % Senior notes due 2027	$ 400.0	12/15/22	100 %	101.156 %	12/15/27	Jun 15, Dec 15
3.875 % Senior notes due 2029	800.0	06/01/24	100 %	101.938 %	06/01/29	Jun 1, Dec 1
5.500 % Senior notes due 2030	600.0	10/01/27	40 %	105.500 %	10/01/30	Apr 1, Oct 1
4.375 % Senior notes due 2031	550.0	10/15/25	40 %	104.375 %	01/15/31	Jan 15, Jul 15
Total senior notes	$ 2,350.0

NOTE 9. RETIREMENT PLANS AND POSTRETIREMENT BENEFITS

Company-Sponsored Defined Benefit Pension Plan

We maintain two company-sponsored defined benefit plans applicable to a portion of salaried past and present

team members, which are closed to future accrual.

Net Periodic (Benefit) Cost

Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the

passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from

the investment of plan assets using an estimated long-term rate of return.


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2025	2024	2025	2024
Interest cost	$ 8.4	$ 7.8	$ 25.2	$ 21.5
Expected return on plan assets	( 10.8 )	( 8.5 )	( 32.3 )	( 23.4 )
Net periodic benefit	$ ( 2.4 )	$ ( 0.7 )	$ ( 7.1 )	$ ( 1.9 )

During the nine months ended September 30, 2025 , funding of pension plans was $ 9.9 million . For the remainder of

2025 , we estimate approximately $ 2.0 million of cash contributions.

NOTE 10. EQUITY

Repurchases of Common Stock

Repurchases of our common stock occurred under a repurchase authorization granted by our Board and related to

shares withheld as part of the vesting of RSU s.

In March 2025, our Board approved an additional $ 350 million repurchase authorization of our common stock, and

in August 2025, our Board again approved an additional $ 750 million repurchase authorization of our common

stock. These authorizations were in addition to the amounts previously authorized by the Board for repurchase.

Share repurchases under our authorization were as follows:


	Repurchases Occurring in 2025		Cumulative Repurchases as of September 30, 2025
	Shares	Average Price 1	Shares	Average Price
Share Repurchase Authorization	2,102,524	$ 313.41	10,379,537	$ 215.80

1 Price excludes excise taxes imposed under the Inflation Reduction Act of $ 6.1 million for the nine months ended

September 30, 2025 .


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	16

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As of September 30, 2025 , we had $ 910.1 million available for repurchases pursuant to our share repurchase

authorizations from our Board in 2025 and prior years.

In addition , during 2025 , we repurchased 36,590 shares at an average price of $ 357.09 per share, for a total of

$ 13.1 million , related to tax withholding associated with the vesting of RSU s. The repurchase of shares related to

tax withholding associated with stock awards does not reduce the number of shares available for repurchase as

approved by our Board .

NOTE 11. FAIR VALUE MEASUREMENTS

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 spreads, credit risk; and

• Level 3 - significant unobservable inputs, including our own assumptions in determining fair value.

We determined the carrying value of cash, restricted cash, cash equivalents, accounts receivable, trade payables,

accrued liabilities, finance receivables, and short-term borrowings approximate their fair values because of the

nature of their terms and current market rates of these instruments. We believe the carrying value of our variable

rate debt approximates fair value.

We have money market securities, which include restricted cash from collections on finance receivables, recorded

as a component of Cash, restricted cash, and cash equivalents in our Consolidated Balance Sheets, as well as

restricted cash on deposit in reserve accounts, recorded as a component of Other non-current assets in our

Consolidated Balance Sheets. These money market securities consist of highly liquid investments with original

maturities of three months or less and are classified as Level 1.

We have investments consisting of equity securities, available for sale debt securities, and equity method

investments with a fair value election. We calculated the estimated fair value of the equity securities, equity method

investments, and U.S. Treasury debt securities using quoted market prices (Level 1). The fair value of corporate and

municipal debt securities are measured using observable Level 2 market expectations at each measurement date.

See Note 6 – Investments .

We have fixed rate debt primarily consisting of amounts outstanding under our senior notes, non-recourse notes

payable, and real estate mortgages. We calculated the estimated fair value of the senior notes using quoted prices

for the identical liability (Level 1). The fair value of non-recourse notes payable are measured using observable

Level 2 market expectations at each measurement date. The calculated estimated fair values of the fixed rate real

estate mortgages and finance lease liabilities use a discounted cash flow methodology with estimated current

interest rates based on a similar risk profile and duration (Level 2). The fixed cash flows are discounted and

summed to compute the fair value of the debt.

We have derivative instruments consisting of an offsetting set of interest rate caps. The fair value of derivative

assets and liabilities are measured using observable Level 2 market expectations at each measurement date and is

recorded as other current assets, current liabilities and other long-term liabilities in the Consolidated Balance

Sheets.

Nonfinancial assets such as goodwill, franchise value, or other long-lived assets are measured and recorded at fair

value during a business combination or when there is an indicator of impairment. We evaluate our goodwill and

franchise value using a qualitative assessment process. If the qualitative factors determine that it is more likely than

not that the carrying value exceeds the fair value, we would further evaluate for potential impairment using a

quantitative assessment. The quantitative assessment estimates fair values using unobservable (Level 3) inputs by

discounting expected future cash flows of the store for franchise value, or reporting unit for goodwill. The forecasted

cash flows contain inherent uncertainties, including significant estimates and assumptions related to growth rates,

margins, working capital requirements, and cost of capital, for which we utilize certain market participant-based

assumptions we believe to be reasonable. We estimate the value of other long-lived assets that are recorded at fair


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	17

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value on a non-recurring basis on a market valuation approach. We use prices and other relevant information

generated primarily by recent market transactions involving similar or comparable assets, 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.

Because these valuations contain unobservable inputs, we classified the measurement of fair value of long-lived

assets as Level 3.

There were no changes to our valuation techniques during the nine -month period ended September 30, 2025 .

Below are our assets and liabilities that are measured at fair value:


	As of September 30, 2025				As of December 31, 2024
(In millions)	Carrying Value	Level 1	Level 2	Level 3	Carrying Value	Level 1	Level 2	Level 3
Recorded at fair value
Marketable securities
Restricted cash - collections	$ 114.8	$ 114.8	$ —	$ —	$ 97.6	$ 97.6	$ —	$ —
Restricted cash - reserve	36.4	36.4	—	—	30.7	30.7	—	—
Total money market funds	$ 151.2	$ 151.2	$ —	$ —	$ 128.3	$ 128.3	$ —	$ —

Equity securities	$ 2.4	$ 2.4	$ —	$ —	$ 2.2	$ 2.2	$ —	$ —

U.S. Treasury	$ 21.5	$ 21.5	$ —	$ —	$ 20.2	$ 20.2	$ —	$ —
Municipal debt	9.1	—	9.1	—	10.0	—	10.0	—
Corporate debt	22.0	—	22.0	—	20.9	—	20.9	—
Total debt securities	$ 52.6	$ 21.5	$ 31.1	$ —	$ 51.1	$ 20.2	$ 30.9	$ —

Equity Method Investment
PINE.L	$ 205.1	$ 205.1	$ —	$ —	$ 100.0	$ 100.0	$ —	$ —

Derivatives
Derivative assets	$ 1.3	$ —	$ 1.3	$ —	$ 4.5	$ —	$ 4.5	$ —
Derivative liabilities	1.3	—	1.3	—	4.5	—	4.5	—

Recorded at historical value
Fixed rate debt 1
4.625 % Senior notes due 2027	$ 400.0	$ 395.5	$ —	$ —	$ 400.0	$ 385.0	$ —	$ —
3.875 % Senior notes due 2029	800.0	763.0	—	—	800.0	732.0	—	—
4.375 % Senior notes due 2031	550.0	520.4	—	—	550.0	500.5	—	—
5.500 % Senior notes due 2030	600.0	598.5	—	—	—		—	—
Non-recourse notes payable	2,245.7	—	2,260.3	—	2,109.3	—	2,115.7	—
Real estate mortgages and other debt	703.9	—	663.9	—	698.0	—	701.3	—

1 Excluding unamortized debt issuance costs

NOTE 12. ACQUISITIONS

In the first nine months of 2025 , we completed the following acquisitions:

• In January 2025, Stohlman Subaru in Virginia.

• In March 2025, Elk Grove Subaru in California.

• In June 2025, Collierville Mercedes-Benz in Tennessee.

• In June 2025, Jackson Mercedes-Benz in Mississippi.

• In August 2025, Manchester Renault and Dacia in the United Kingdom.

• In September 2025, Acura of Palm Beach and West Palm Beach Hyundai and Genesis in Florida.


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	18

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The acquisitions were accounted for as business combinations under the acquisition method of accounting. The

results of operations of the acquired stores are included in our Consolidated Financial Statements from the date of

acquisition.

Revenue and operating income contributed by the 2025 acquisitions subsequent to the date of acquisition were as

follows (in millions):


Nine Months Ended September 30,	2025
Revenue	$ 149.0
Operating income	7.4

The following tables summarize the consideration paid for the 2025 acquisitions and the PPA for identified assets

acquired and liabilities assumed as of the acquisition date:


(In millions)	Consideration
Cash paid, net of cash acquired	$ 417.6
Total consideration transferred	$ 417.6


(In millions)	Assets Acquired and Liabilities Assumed
Inventories, net	$ 82.4
Property and equipment	114.2
Operating lease right-of-use assets	0.4
Other assets	222.6
Operating lease liabilities	( 0.4 )
Other liabilities and deferred revenue	( 1.6 )
Total net assets acquired and liabilities assumed	$ 417.6

The PPA for the 2025 acquisitions is preliminary, as we have not obtained and evaluated all of the detailed

information necessary to finalize the opening balance sheet amounts in all respects. We recorded the PPA based

upon information that is currently available and recorded unallocated items as a component of Other non-current

assets in the Consolidated Balance Sheets.

We expect all of the goodwill related to the acquisitions in 2025 to be deductible for U.S. federal income tax

purposes.

In the three and nine -month periods ended September 30, 2025 , we recorded $ 15.9 million and $ 16.1 million in

acquisition-related expenses as a component of SG&A expense. Comparatively, we recorded $ 0.2 million and $ 9.7

million of acquisition-related expenses in the same periods of 2024 .

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and

nine -month periods ended September 30, 2025 and 2024 had occurred on January 1, 2024 :


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions, except per share amounts)	2025	2024	2025	2024
Revenue	$ 9,710.7	$ 9,356.8	$ 28,667.1	$ 27,403.0
Net income attributable to Lithia Motors, Inc.	219.1	224.8	693.8	612.9
Basic EPS attributable to Lithia Motors, Inc. common stockholders	8.71	8.41	26.89	22.57
Diluted EPS attributable to Lithia Motors, Inc. common stockholders	8.69	8.39	26.85	22.53

These amounts have been calculated by applying our accounting policies and estimates. The results of the acquired

stores have been adjusted to reflect the following: depreciation on a straight-line basis over the expected lives for

property and equipment, accounting for inventory on a specific identification method, and recognition of interest

expense for real estate financing related to stores where we purchased the facility. No nonrecurring proforma

adjustments directly attributable to the acquisitions are included in the reported proforma revenues and earning s.


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	19

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NOTE 13. EARNINGS PER SHARE

We calculate basic EPS by dividing net income attributable to Lithia Motors, Inc. by the weighted average number of

common shares outstanding for the period, including vested RSU awards. Diluted EPS is calculated by dividing net

income attributable to Lithia Motors, Inc. by the weighted average number of shares outstanding, adjusted for the

dilutive effect of unvested RSU awards and employee stock purchases.

T he following is a reconciliation of net income attributable to Lithia Motors, Inc. and weighted average shares used

for our basic EPS and diluted EPS :


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions, except per share amounts)	2025	2024	2025	2024
Net income attributable to Lithia Motors, Inc.	$ 217.1	$ 207.3	$ 682.7	$ 584.0

Weighted average common shares outstanding – basic	25.2	26.7	25.8	27.2
Effect of employee stock purchases and restricted stock units on weighted average common shares outstanding	—	0.1	—	—
Weighted average common shares outstanding – diluted	25.2	26.8	25.8	27.2

Basic EPS attributable to Lithia Motors, Inc. common stockholders	$ 8.63	$ 7.75	$ 26.47	$ 21.50
Diluted EPS attributable to Lithia Motors, Inc. common stockholders	$ 8.61	$ 7.73	$ 26.42	$ 21.47

The effect of antidilutive securities on common stock was evaluated for the three and nine -month periods ended

September 30, 2025 and 2024 and was determined to be immaterial.

NOTE 14. SEGMENTS

We operate in two reportable segments: Vehicle Operations and Financing Operations. Our Vehicle Operations

consists of all aspects of our auto merchandising and aftersales operations, excluding financing provided by our

Financing Operations. Our Financing Operations segment provides financing to customers buying and leasing retail

vehicles from our Vehicle Operations, as well as leasing vehicles from our fleet management services provider.

All other remaining unallocated corporate overhead expenses and internal charges are reported under Corporate

and Other. Asset information by segment is not utilized for purposes of assessing performance or allocating

resources and, as a result, such information has not been presented.

The reportable segments identified above represent our business activities for which discrete financial information is

available and for which operating results are regularly provided and reviewed by our CODM to allocate resources

and assess performance. Our CODM is our Chief Executive Officer. The CODM assesses segment performance

using segment income, which is measured as net segment profit before taxes on a U.S. GAAP basis.

Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing

performance or allocating resources and, as a result, such information has not been presented below. Certain

financing operations asset information including total managed receivables are used by the financing operations

segment manager to manage operations and are included in various reports regularly provided to our CODM. See

Note 4 – Finance Receivables .


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	20

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Certain financial information on a segment basis is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2025	2024	2025	2024
Vehicle operations
Total revenue	$ 9,675.8	$ 9,221.0	$ 28,437.1	$ 27,014.7

Total gross profit	1,466.0	1,430.4	4,361.5	4,189.5
Floor plan interest expense	( 57.8 )	( 76.6 )	( 169.8 )	( 214.0 )
Personnel expense	( 539.6 )	( 505.2 )	( 1,600.3 )	( 1,552.8 )
Rent and facility expense	( 191.6 )	( 178.9 )	( 555.2 )	( 525.0 )
Advertising expense	( 72.7 )	( 69.9 )	( 214.9 )	( 206.5 )
Other vehicle operations expenses 1	( 283.3 )	( 270.0 )	( 838.2 )	( 782.3 )
Vehicle operations income	321.0	329.8	983.1	908.9

Financing Operations
Interest and fee income	104.9	88.8	298.0	249.9
Interest expense	( 52.1 )	( 51.2 )	( 150.0 )	( 146.0 )
Total interest margin	52.8	37.6	148.0	103.9
Lease income	23.4	25.6	67.7	61.2
Lease costs	( 18.6 )	( 21.6 )	( 54.0 )	( 51.0 )
Lease income, net	4.8	4.0	13.7	10.2
Provision expense	( 25.8 )	( 31.8 )	( 72.5 )	( 77.0 )
Other financing operations expenses 2	( 12.7 )	( 11.2 )	( 37.5 )	( 33.0 )
Financing operations income (loss)	19.1	( 1.4 )	51.7	4.1

Total segment income for reportable segments	340.1	328.4	1,034.8	913.0

Corporate and other 3	89.2	80.4	243.3	213.7
Depreciation and amortization	( 65.5 )	( 63.5 )	( 194.6 )	( 183.6 )
Other interest expense	( 68.3 )	( 64.5 )	( 200.5 )	( 189.3 )
Other (expense) income, net	( 13.3 )	5.2	35.9	35.4
Income before income taxes	$ 282.2	$ 285.9	$ 918.9	$ 789.1

(1) Other vehicle operations expenses includes management fees, data processing fees, outside services fees, insurance

expense, office and other supplies expense, banking expense, and certain overhead expenses.

(2) Other financing operations expenses includes personnel expense, data processing fees, outside services fees, expenses

attributable to underwriting, funding, and loan servicing, and certain overhead expenses.

(3) Corporate and other includes management fee income.

The following tables present revenue and long-lived assets (all non-current assets except goodwill, franchise value, and other

intangible assets) by geographic area:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2025	2024	2025	2024
Revenue from external customers:
United States	$ 7,681.7	$ 7,066.6	$ 22,242.7	$ 20,933.4
United Kingdom	1,716.0	1,859.3	5,315.5	5,220.2
Canada	278.1	295.1	878.9	861.1
Total revenue from external customers	$ 9,675.8	$ 9,221.0	$ 28,437.1	$ 27,014.7


(In millions)	September 30, 2025	December 31, 2024
Long-lived assets, net:
United States	$ 10,727.9	$ 10,124.3
United Kingdom	1,382.9	1,360.4
Canada	468.9	429.3
Total long-lived assets	$ 12,579.7	11,914.0


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	21

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NOTE 15. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09 related to improvements to income tax disclosures. The

amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax

rate reconciliation and income taxes paid. The amendments in this update are effective for annual periods beginning

after December 15, 2024. We plan to adopt this pronouncement and make the necessary updates to our

disclosures for the year ending December 31, 2025, and, aside from these disclosure changes, we do not expect

the amendments to have a material effect on our financial statements.

In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement

expenses. The amendments in this update require public entities to disclose incremental information related to

purchases of inventory, team member compensation, and depreciation, which will provide investors the ability to

better understand entity expenses and make their own judgments about entity performance. The amendments in

this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement

and make the necessary updates to our disclosures for the year ending December 31, 2027, and, aside from these

disclosure changes, we do not expect the amendments to have a material effect on our financial statements.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	22

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Item 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Forward-Looking Statements and Risk Factors

Certain statements under the sections entitled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” and “Risk Factors” and elsewhere in this Form 10-Q constitute forward-looking statements

within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Generally,

you can identify forward-looking statements by terms such as “project,” “outlook,” “target,” “may,” “will,” “would,”

“should,” “seek,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “likely,”

“ensure,” “goal,” “strategy,” “future,” “maintain,” and “continue” or the negative of these terms or other comparable

terms. Examples of forward-looking statements in this Form 10-Q include, among others, statements we make

regarding:

• The profitability of our strategy and growth

• Future market conditions, including anticipated car and other sales levels and gross profit levels and the supply

of inventory

• Our business strategy and plans, including our achieving our long-term financial targets

• The growth, expansion, make-up and success of our network, including our finding accretive acquisitions that

meet our target valuations and acquiring additional stores

• Annualized revenues from acquired stores or achieving target returns

• The growth and performance of our Driveway e-commerce home solution and DFC , their synergies and other

impacts on our business and our ability to meet Driveway and DFC -related targets

• The impact of sustainable vehicles and other market and regulatory changes on our business, including

evolving vehicle distribution models

• Our capital allocations and uses and levels of capital expenditures in the future

• Expected operating results, such as improved store performance, continued improvement of SG&A as a

percentage of gross profit and any projections

• Our anticipated financial condition and liquidity, including from our cash and the future availability of our credit

facilities, unfinanced real estate and other financing sources

• Our continuing to purchase shares under our share repurchase program

• Our compliance with financial and restrictive covenants in our credit facilities and other debt agreements

• Our programs and initiatives for team member recruitment, training, and retention

• Our strategies and targets for customer retention, growth, market position, operations, financial results and risk

management

The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties, and

situations that may cause our actual results to materially differ from the results expressed or implied by these

statements. Certain important factors that could cause actual results to differ from our expectations are discussed in

the Risk Factors section of our 2024 Annual Report on Form 10-K, as supplemented and amended from time to time

in Quarterly Reports on Form 10-Q and our other filings with the SEC.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that

depend on circumstances that may or may not occur in the future. You should not place undue reliance on these

forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We

assume no obligation to update or revise any forward-looking statement.

Overview

Lithia and Driveway ( NYSE : LAD) is the largest global automotive retailer providing an array of products and

services throughout the vehicle ownership lifecycle. Simple, convenient and transparent experiences are offered

through our comprehensive network of physical locations, e-commerce platforms, captive finance solutions, fleet

management offerings, and other synergistic adjacencies. We have delivered consistent profitable growth in a

massive and unconsolidated industry. Our highly diversified and competitively differentiated design provides us the

flexibility and scale to pursue our vision to modernize personal transportation solutions wherever, whenever and

however consumers desire. As of September 30, 2025 , we operated 447 locations representing 52 brands in the

United States, the United Kingdom, and Canada.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	23

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We offer a wide array of products and services fulfilling the entire vehicle ownership lifecycle including new and

used vehicles, financing and insurance products, and aftersales automotive repair and maintenance services. We

strive for diversification in our products, services, brands, and geographic locations to reduce dependence on any

one manufacturer, reduce susceptibility to changing consumer preferences, manage market risk and maintain

profitability. Our diversification, along with our operating structure, provides a resilient and nimble business model.

We seek to provide customers with a seamless, blended online and physical retail experience, broad selection, and

access to specialized expertise and knowledge. Our comprehensive network provides convenient touch points for

customers and provides services throughout the vehicle life cycle. We seek to increase market share and optimize

profitability by focusing on the consumer experience and applying proprietary performance measurement systems

fueled by data science. Our Driveway and GreenCars brands and online customer portal complement our in-store

experiences in the United States and provide convenient, simple, and transparent platforms that serve as our e-

commerce home solutions and allow us to deliver differentiated, proprietary digital experiences. Enhancing our

business, our captive auto financing division allows us to provide financing solutions for customers and diversify our

business model with adjacent products.

Our long-term strategy to create value for our customers, team members and shareholders includes the following

elements:

Driving operational excellence, innovation and diversification

LAD builds magnetic customer loyalty across our 447 stores, our Driveway and GreenCars e-commerce platforms,

and our entire omnichannel ecosystem by focusing on convenient and transparent experiences supported by

proprietary data science. Our entrepreneurial model that emphasizes personal accountability for our team powers

efficient operations and allows dynamic responsiveness to each of our local markets. Our best-in-class performance

management reporting provides the foundation to enable high-performing teams to drive our platform’s full potential.

Investments across our ecosystem built a framework that is responsive to evolving consumer preferences, providing

a foundation that supports our current business and our ongoing expansion. These investments, particularly in our

digital strategies, connect our experienced, knowledgeable team members with our expansive inventory and

physical network of stores to ensure we are agile and adaptable. Additionally, we systematically explore and invest

in transformative adjacencies that are synergistic and complementary to our existing business, such as our captive

auto finance and fleet management offerings.

These investments support the foundational elements of our strategy. We seek to create durable customer loyalty in

our stores and our digital platforms, such as our My Driveway customer portal. These experiences and offerings,

backed by our extensive physical network, broad geographic reach, and customized digital offerings, empower our

people to provide transparent, flexible, and simple retail experiences.

Our performance-based culture is geared toward an incentive-based compensation structure for a majority of our

personnel. We develop pay plans that measure factors such as customer satisfaction, profitability, and individual

performance metrics. These plans reward team members for creating customer loyalty, achieving store potential,

developing high-performing talent, meeting and exceeding manufacturer requirements, and living our core values.

We centralize many administrative functions to drive efficiencies and streamline store-level operations. These

efficiencies allow our local managers to focus on serving customers to increase revenues and gross profit. Our

operations are supported by regional and corporate management, as well as dedicated training and personnel

development programs which allow us to share best practices across our network and develop talent.

Growth through acquisition and network optimization

Our acquisition growth strategy has diversified our business and been financially and culturally successful. Our

disciplined approach focuses on acquiring new vehicle franchises, which operate in markets ranging from mid-sized

regional markets to metropolitan markets. Acquisition of these businesses increases our proximity to consumers

throughout North America and the United Kingdom. While we target annual after tax return of more than 15% for our

acquisitions, we have averaged over a 25% return by the third year of ownership due to a disciplined approach

focusing on accretive, cash flow positive targets at reasonable valuations. In addition to being financially accretive,

acquisitions aim to drive network growth that improves our ability to serve customers through vast selection, greater

density, easy access, and the ability to leverage national branding and advertising.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	24

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As we focus on expanding our physical network of stores, one of the criteria we evaluate is a valuation multiple

between 3x to 6x of investment in intangibles to estimated annualized adjusted EBITDA , with various factors

including location, ability to expand our network and talent considered in determining value. We also target an

investment in intangibles as a percentage of annualized revenues in the range of 15% to 30%.

We regularly optimize and balance our network through strategic divestitures to ensure continued high performance.

We believe our disciplined approach provides us with attractive acquisition opportunities and expanded coast-to-

coast coverage.

Thoughtful capital allocation

We manage our liquidity and available cash to support our long-term plan focused on growth through acquisitions

and investments in our existing business, technology and adjacencies that expand and diversify our business

model. In the current market of elevated acquisition pricing, we have adjusted our free cash flow deployment

strategy. Under current conditions, including recent trends in our stock price, we may consider repurchases as a

more attractive use of funds than acquisitions. Our current free cash flow deployment strategy includes a target

allocation of 25% to 35% investment in acquisitions, 25% investment in capital expenditures, innovation, and

diversification and 40% to 50% in shareholder return in the form of dividends and share repurchases based on

current valuation trends in acquisitions relative to stock price performance. During the first nine months of 2025 , we

utilized $257.7 million for capital expenditures investing in our existing business, paid $42.1 million in dividends, and

$662.3 million in share repurchases. As of September 30, 2025 , we had available liquidity of approximately $1.9

billion , which was comprised of $206.5 million in unrestricted cash, $54.9 million in marketable securities, and $1.6

billion availability on our credit facilities.

Financial Performance

We experienced growth of revenue in 2025 compared to 2024 , primarily driven by increases in volume related to

acquisitions. Total gross profit grew in 2025 compared to 2024 , primarily driven by acquisition growth and supported

by same store increases in aftersales and F&I. New vehicle retail gross profit decreased compared to 2024 due to

continued normalization of margins. Net income grew in 2025 compared to 2024 , primarily as a result of our

increase in total gross profit and financing operations, while remaining diligent in managing SG&A costs, reducing

our total SG&A as a % of gross profit.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	25

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Vehicle Operations

Key performance metrics for revenue and gross profit were as follows:


	Three Months Ended September 30,			Nine Months Ended September 30,
($ in millions, except per unit values)	2025	2024	Change	2025	2024	Change
Revenues
New vehicle retail	$ 4,630.3	$ 4,430.0	4.5 %	$ 13,508.9	$ 12,847.9	5.1 %
Used vehicle retail	3,096.3	2,843.3	8.9	9,110.2	8,630.1	5.6
Finance and insurance	378.6	360.4	5.0	1,116.8	1,061.9	5.2
Aftersales	1,037.1	1,012.8	2.4	3,039.6	2,876.3	5.7
Total revenues	9,675.8	9,221.0	4.9	28,437.1	27,014.7	5.3

Gross profit
New vehicle retail	$ 276.7	$ 306.4	(9.7) %	$ 853.6	$ 922.5	(7.5) %
Used vehicle retail	193.4	188.9	2.4	591.6	567.2	4.3
Finance and insurance	378.6	360.4	5.0	1,116.7	1,061.9	5.2
Aftersales	604.5	559.8	8.0	1,756.3	1,591.2	10.4
Total gross profit	1,466.0	1,430.4	2.5	4,361.5	4,189.5	4.1

Gross profit margins
New vehicle retail	6.0 %	6.9 %	(90) bps	6.3 %	7.2 %	(90) bps
Used vehicle retail	6.2	6.6	(40)	6.5	6.6	(10)
Finance and insurance	100.0	100.0	—	100.0	100.0	—
Aftersales	58.3	55.3	300	57.8	55.3	250
Total gross profit margin	15.2	15.5	(30)	15.3	15.5	(20)

Retail units sold
New vehicles	96,639	94,964	1.8 %	282,773	273,154	3.5 %
Used vehicles	109,097	104,898	4.0	325,476	316,583	2.8

Average selling price per retail unit
New vehicles	$ 47,913	$ 46,649	2.7 %	$ 47,773	$ 47,035	1.6 %
Used vehicles	28,381	27,105	4.7	27,990	27,260	2.7

Average gross profit per retail unit
New vehicles	$ 2,864	$ 3,226	(11.2) %	$ 3,019	$ 3,377	(10.6) %
Used vehicles	1,773	1,801	(1.6)	1,818	1,792	1.5
Finance and insurance	1,840	1,803	2.1	1,836	1,801	1.9
Total vehicle 1	4,104	4,271	(3.9)	4,196	4,322	(2.9)

1 Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for

new and used retail.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	26

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Same Store Operating Data

We believe that same store comparisons are an important indicator of our financial performance. Same store

measures demonstrate our ability to grow revenues in our existing locations. As a result, same store measures have

been integrated into the discussion below.

Same store measures reflect results for stores that were operating in each comparison period and only include the

months when operations occurred in both periods. For example, a store acquired in August 2024 would be included

in same store operating data beginning in September 2025 , after its first complete comparable month of operation.

The third quarter operating results for the same store comparisons would include results for that store in only the

month of September for both comparable periods.


	Three Months Ended September 30,			Nine Months Ended September 30,
($ in millions, except per unit values)	2025	2024	Change	2025	2024	Change
Revenues
New vehicle retail	$ 4,521.3	$ 4,284.6	5.5 %	$ 12,942.5	$ 12,400.3	4.4 %
Used vehicle retail	3,024.4	2,705.6	11.8	8,621.0	8,156.4	5.7
Finance and insurance	371.5	351.6	5.7	1,076.8	1,031.4	4.4
Aftersales	1,009.9	971.9	3.9	2,892.8	2,758.7	4.9
Total revenues	9,453.4	8,781.1	7.7	27,100.8	25,869.8	4.8

Gross profit
New vehicle retail	$ 270.9	$ 296.4	(8.6) %	$ 819.2	$ 889.5	(7.9) %
Used vehicle retail	188.4	186.2	1.2	568.7	559.1	1.7
Finance and insurance	371.5	351.6	5.7	1,076.8	1,031.4	4.4
Aftersales	589.9	540.9	9.1	1,680.3	1,534.6	9.5
Total gross profit	1,433.5	1,389.1	3.2	4,185.6	4,059.7	3.1

Gross profit margins
New vehicle retail	6.0 %	6.9 %	(90) bps	6.3 %	7.2 %	(90) bps
Used vehicle retail	6.2	6.9	(70)	6.6	6.9	(30)
Finance and insurance	100.0	100.0	—	100.0	100.0	—
Aftersales	58.4	55.6	280	58.1	55.6	250
Total gross profit margin	15.2	15.8	(60)	15.4	15.7	(30)

Retail units sold
New vehicles	94,480	92,204	2.5 %	271,512	264,685	2.6 %
Used vehicles	106,637	100,280	6.3	308,333	298,661	3.2

Average selling price per retail unit
New vehicles	$ 47,855	$ 46,469	3.0 %	$ 47,668	$ 46,849	1.7 %
Used vehicles	28,362	26,981	5.1	27,960	27,310	2.4

Average gross profit per retail unit
New vehicles	$ 2,867	$ 3,215	(10.8) %	$ 3,017	$ 3,361	(10.2) %
Used vehicles	1,767	1,857	(4.8)	1,844	1,872	(1.5)
Finance and insurance	1,847	1,827	1.1	1,857	1,831	1.4
Total vehicle 1	4,109	4,325	(5.0)	4,235	4,400	(3.8)

1 Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for

new and used retail.

New Retail Vehicles

We believe that our new vehicle retail sales create incremental profit opportunities through certain manufacturer

incentive programs, arranging of third-party financing, vehicle service and insurance contracts, future resale of used

vehicles acquired through trade-in, and aftersales. Our leaders in each market continue to adapt to changing

conditions, respond to customer needs and manage inventory availability and selection.


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Q 3 2025 vs. Q 3 2024

New vehicle revenue for the three months ended September 30, 2025 increased 4.5% compared to the same

period of 2024 , driven by same store performance and supported by acquisition activity . Same store new vehicle

revenue increased 5.5% due to an increase in average selling prices of 3.0% and an increase in unit volume of

2.5% .

Same store new vehicle gross profit per unit decreased 10.8% , driven by a decrease in new vehicle gross profit

margins of 90 bps . Total same store new vehicle gross profit per unit, which includes the finance and insurance

revenue generated from the sales of new vehicles, decreased $372 to $4,916 .

YTD 2025 vs. YTD 2024

New vehicle retail revenue for the nine months ended September 30, 2025 increased 5.1% compared to the same

period of 2024 , primarily due to same store performance and supported by acquisition activity. Same store new

vehicle retail revenue increased 4.4% due to an increase in unit volume of 2.6% and an increase in average selling

prices of 1.7% .

Same store new vehicle retail gross profit per unit decreased 10.2% , driven by a decrease in new vehicle retail

gross profit margins of 90 bps . Total same store new vehicle retail gross profit per unit, which includes the finance

and insurance revenue generated from the sales of new retail vehicles, decreased $324 to $5,122 .

Used Retail Vehicles

Used vehicle retail sales are a strategic focus for organic growth. We offer three categories of used vehicles:

manufacturer certified pre-owned ( CPO ) vehicles; core vehicles, or late-model vehicles with lower mileage; and

value autos, or vehicles with over 80,000 miles. We continue to focus on procuring vehicles across the full spectrum

of the addressable used vehicle market to provide customers with a wide selection meeting all levels of affordability,

driving increased used vehicle unit volumes. Our used vehicle operations provide an opportunity to generate sales

to customers unable or unwilling to purchase a new vehicle, sell brands other than the store’s new vehicle

franchise(s) and increase sales from finance and insurance and aftersales.

Q 3 2025 vs. Q 3 2024

Used vehicle revenue for the three months ended September 30, 2025 increased 8.9% compared to the same

period of 2024 driven by same store performance and supported by acquisition activity. On a same store basis,

used vehicle revenue increased 11.8% due to an increase in unit volume of 6.3% and an increase in average selling

prices of 5.1% .

Total same store used vehicle gross profit per unit, which includes the finance and insurance revenue generated

from the sales of retail used vehicles, decreased $22 to $3,435 .

YTD 2025 vs. YTD 2024

Used vehicle retail revenue for the nine months ended September 30, 2025 increased 5.6% compared to the same

period of 2024 driven by same store performance and supported by acquisition activity. On a same store basis,

used vehicle retail sales increased 5.7% due to an increase in unit volume of 3.2% and an increase in average

selling prices of 2.4% . Total same store used vehicle retail gross profit per unit, which includes the finance and

insurance revenue generated from the sales of used retail vehicles, increased $6 to $3,483 .

Finance and Insurance

We believe that arranging vehicle financing is an important part of our ability to sell vehicles, and we attempt to

arrange financing for every vehicle we sell. We also offer related products such as extended warranties, insurance

contracts and vehicle and theft protection which promotes continued engagement with the consumer throughout the

ownership lifecycle.

Q 3 2025 vs. Q 3 2024

Total finance and insurance income increased 5.0% in the three months ended September 30, 2025 compared to

the same period of 2024 , driven by same store performance and supported by acquisition activity. Same store

finance and insurance revenues increased 5.7% . On a same store basis, our finance and insurance revenue per

retail unit increased $20 to $1,847 .


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YTD 2025 vs. YTD 2024

Total finance and insurance income increased 5.2% in the nine months ended September 30, 2025 compared to the

same period of 2024 , driven by same store performance and supported by acquisition activity. Same store finance

and insurance revenues increased 4.4% . On a same store basis, our finance and insurance revenue per retail unit

increased $26 to $1,857 .

Aftersales

We provide automotive repair and maintenance services for customers for the new vehicle brands sold by our

stores, as well as service and repairs for most other makes and models. These aftersales services are an integral

part of our customer retention and the largest contributor to our overall profitability. Earnings from aftersales

continue to prove to be more resilient during economic downturns, when owners tend to repair their existing

vehicles rather than buy new vehicles. We believe the increased number of units in operation will continue to benefit

our aftersales revenue in the coming years as more late-model vehicles age, necessitating repairs and

maintenance.

Q 3 2025 vs. Q 3 2024

Our aftersales revenue increased 2.4% in the three months ended September 30, 2025 compared to the same

period of 2024 , driven by same store performance and supported by acquisition activity .

We focus on retaining customers by offering competitively-priced routine maintenance and through our marketing

efforts. Customer pay revenue accounted for the largest share of our same-store aftersales revenue, representing

56.7% of the total.

Same store aftersales gross profit increased 9.1% . This increase was primarily due to increased volumes of

customer pay and warranty transactions. Overall same store aftersales gross margins increased 280 bps , primarily

as a result of increased customer pay gross margin of 240 bps and increased warranty gross margin of 120 bps .

YTD 2025 vs. YTD 2024

Our aftersales revenue increased 5.7% in the nine months ended September 30, 2025 compared to the same

period of 2024 , driven by same store performance and supported by acquisition activity. Same store warranty

revenues saw a 15.7% increase compared to the prior year.

Same store aftersales gross profit increased 9.5% . This increase was primarily due to increased volumes of

warranty transactions. Overall same store aftersales gross margins increased 250 bps , primarily as a result of

increased customer pay margins of 290 bps and increased warranty gross margins of 120 bps .

Financing Operations

In the United States, Financing Operations is a captive lender, originating loans only from our stores and Driveway.

In Canada, Financing Operations originates loans and leases from both our Canadian stores and third-party

dealerships. In the United Kingdom, Financing Operations is related to our fleet funding and management division.

These product offerings add diversity to the business model and provide an opportunity to capture additional profits,

cash flows, and sales while managing our reliance on third-party finance sources.

Financing Operations income reflects the interest and fee income generated by the portfolio of auto loan and

finance lease receivables, plus the lease income generated by our net investment in operating leases, less the

interest expense associated with the debt utilized to fund the lending, including internal capital, a provision for

estimated loan and lease losses, depreciation on vehicles leased via operating leases, and directly-related

expenses.


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Selected Financing Operations Financial Information


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2025	% (1)	2024	% (1)	2025	% 1	2024	% 1
Interest and fee income	$ 104.9	9.2	$ 88.8	9.2	$ 298.0	9.2	$ 249.9	9.2
Interest expense	(52.1)	(4.6)	(51.2)	(5.3)	(150.0)	(4.6)	(146.0)	(5.4)
Total interest margin	52.8	4.6	37.6	3.9	148.0	4.6	103.9	3.8
Lease income	23.4		25.6		67.7		61.2
Lease costs	(18.6)		(21.6)		(54.0)		(51.0)
Lease income, net	4.8		4.0		13.7		10.2
Provision expense	(25.8)	(2.3)	(31.8)	(3.3)	(72.5)	(2.2)	(77.0)	(2.8)
Other financing operations expenses	(12.7)	(1.1)	(11.2)	(1.2)	(37.5)	(1.2)	(33.0)	(1.2)
Finance operations income (loss)	$ 19.1		$ (1.4)		$ 51.7		$ 4.1

Total average managed finance receivables	$ 4,541.8		$ 3,813.0		$ 4,316.3		$ 3,617.5

1 Annualized percentage of total average managed finance receivables.

DFC Portfolio Information 1


	Three Months Ended September 30,		Nine Months Ended September 30,
($ in millions)	2025	2024	2025	2024
Loan origination information
Net loans originated	$ 731.6	$ 518.1	$ 2,085.0	$ 1,572.4
Vehicle units financed	23,546	17,755	67,971	54,005
Total penetration rate 2	14.5 %	11.6 %	14.3 %	11.9 %
Weighted average contract rate	8.6 %	9.8 %	8.8 %	10.0 %
Weighted average credit score 3	746	737	746	737
Weighted average FE LTV 4	95.0 %	95.6 %	95.0 %	95.5 %
Weighted average term (in months)	73	73	73	73

Loan performance information
Allowance for loan losses as a percentage of ending managed receivables	3.1 %	3.2 %	3.1 %	3.2 %
Net credit losses on managed receivables	$ 20.6	$ 27.0	$ 54.1	$ 61.4
Annualized net credit losses as a percentage of total average managed receivables	1.9 %	3.0 %	1.8 %	2.4 %
Past due accounts as a percentage of ending managed receivables 5	4.1 %	5.1 %	4.1 %	5.1 %
Average recovery rate 6	46.5 %	45.9 %	45.8 %	45.3 %

1 Excludes Canadian and U.K. portfolios

2 Units financed as a percentage of total U.S. new and used vehicle retail units sold.

3 The credit scores represent FICO scores and reflect only receivables with obligors that have a FICO score at the time of

application. For receivables with co-borrowers, the FICO score is the primary borrower’s. FICO scores are not a significant

factor in our proprietary credit model, which relies on information from credit bureaus and other application information.

4 Front-end loan-to-value represents the ratio of the amount financed to the total collateral value, which is measured as the

vehicle selling price plus applicable taxes, title and fees.

5 Past due means loans at least 3 months old that are 30 or more days delinquent.

6 The average recovery rate represents the average percentage of the outstanding principal balance we receive when a

vehicle is repossessed and liquidated, generally at wholesale auctions.

Q 3 2025 vs. Q 3 2024

Financing operations recorded higher income in the three months ended September 30, 2025 compared to the

same period of 2024 , primarily due to the increased interest income resulting from the growth of the portfolio and a

decreased cost of funds, which collectively expanded total interest margin to 4.6 %.

Loan originations increased in the three months ended September 30, 2025 compared to the same period of 2024 ,

and our penetration rate increased due to increased engagement with our stores. The weighted average contract

rate of loans originated in the three months ended September 30, 2025 decreased to 8.6% , compared with 9.8% in

the same period of 2024 , primarily due to our maintaining competitive pricing following Federal Reserve rate cuts.

The decrease in annualized net charge-offs of past due accounts as a percentage of ending managed receivables


		MANAGEMENT’S DISCUSSION AND ANALYSIS	30

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compared to the prior year reflects the increased credit quality of the portfolio as well as improved execution of our

collateral management team.

YTD 2025 vs. YTD 2024

Financing operations recorded higher income in the nine months ended September 30, 2025 compared to the same

period of 2024 , primarily due to increased interest income resulting from the growth of the portfolio and a decreased

cost of funds, resulting in an expansion of total interest margin to 4.6% .

The weighted average contract rate on loans originated in the nine months ended September 30, 2025 decreased

to 8.8% , compared with 10.0% in the same period of 2024 as we decreased rates to maintain competitiveness

following Federal Reserve rate cuts. The decrease in provision expense as a percentage of receivables compared

to the prior year reflected the increased credit quality of the portfolio as well as a decrease in the percentage of

ending managed receivables constituted by the allowance for loan losses. Other financing operations expenses as

a percentage of average managed receivables was flat with the same period of 2024 despite significant portfolio

growth, reflecting improved operational performance and economies of scale.

Operating Expenses

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.

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Personnel	$ 619.6	$ 602.3	$ 17.3	2.9 %
Rent and facility costs	107.6	97.6	10.0	10.2
Advertising	64.9	61.5	3.4	5.5
Other	205.9	182.2	23.7	13.0
Total SG&A	$ 998.0	$ 943.6	$ 54.4	5.8 %


	Three Months Ended September 30,		Increase
As a % of gross profit	2025	2024	Increase
Personnel	42.3 %	42.1 %	20 bps
Rent and facility costs	7.3	6.8	50
Advertising	4.4	4.3	10
Other	14.1	12.8	130
Total SG&A	68.1 %	66.0 %	210 bps

SG&A as a percentage of gross profit was 68.1% for the three months ended September 30, 2025 compared to

66.0% for the same period of 2024 . SG&A expense increased 5.8% , driven by increases in all areas due to

acquisition activity.

On a same store basis and excluding non-core charges, SG&A as a percentage of gross profit was 67.1%

compared to 65.1% for the same period of 2024 . The increase was primarily related to SG&A growth outpacing

gross profit growth in the period.

YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Personnel	$ 1,868.0	$ 1,828.2	$ 39.8	2.2 %
Rent and facility costs	306.2	280.4	25.8	9.2
Advertising	190.2	187.6	2.6	1.4
Other	600.9	556.8	44.1	7.9
Total SG&A	$ 2,965.3	$ 2,853.0	$ 112.3	3.9 %


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	Nine Months Ended September 30,		Increase (Decrease)
As a % of gross profit	2025	2024	Increase (Decrease)
Personnel	42.8 %	43.6 %	(80) bps
Rent and facility costs	7.0	6.7	30
Advertising	4.4	4.5	(10)
Other	13.8	13.3	50
Total SG&A	68.0 %	68.1 %	(10) bps

SG&A as a percentage of gross profit was 68.0% for the nine months ended September 30, 2025 compared to

68.1% for the same period of 2024 , driven by improvements in personnel and advertising costs relative to gross

profit. Total SG&A expense increased 3.9% , driven by increases in all areas excluding advertising, primarily as a

result of our acquisition activity.

On a same store basis and excluding non-core charges, SG&A as a percentage of gross profit was 67.2%

compared to 66.6% for the same period of 2024 . The increase was related to SG&A growth outpacing gross profit

growth in the period.

SG&A expense adjusted for non-core charges was as follows:

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Personnel	$ 619.6	$ 602.3	$ 17.3	2.9 %
Rent and facility costs	107.6	97.6	10.0	10.2
Advertising	64.9	61.5	3.4	5.5
Adjusted other	202.9	182.3	20.6	11.3
Adjusted total SG&A	$ 995.0	$ 943.7	$ 51.3	5.4 %


	Three Months Ended September 30,		Increase
As a % of gross profit	2025	2024	Increase
Personnel	42.3 %	42.1 %	20 bps
Rent and facility costs	7.3	6.8	50
Advertising	4.4	4.3	10
Adjusted other	13.9	12.8	110
Adjusted total SG&A	67.9 %	66.0 %	190 bps

Adjusted SG&A for the three months ended September 30, 2025 excludes a $15.4 million net gain on store

disposals, $2.5 million in storm insurance charges, and $15.9 million in acquisition-related expenses.

Adjusted SG&A for the three months ended September 30, 2024 excludes a $0.3 million net gain on store disposals

and $0.2 million in acquisition-related expenses.

YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Personnel	$ 1,868.0	$ 1,828.2	$ 39.8	2.2 %
Rent and facility costs	306.2	280.4	25.8	9.2 %
Advertising	190.2	187.6	2.6	1.4 %
Adjusted other	597.1	541.4	55.7	10.3 %
Adjusted total SG&A	$ 2,961.5	$ 2,837.6	$ 123.9	4.4 %


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	Nine Months Ended September 30,		Increase (Decrease)
As a % of gross profit	2025	2024	Increase (Decrease)
Personnel	42.8 %	43.6 %	(80) bps
Rent and facility costs	7.0	6.7	30
Advertising	4.4	4.5	(10)
Adjusted other	13.7	12.9	80
Adjusted total SG&A	67.9 %	67.7 %	20 bps

Adjusted SG&A for the nine months ended September 30, 2025 excludes $16.1 million in acquisition-related

expenses and $5.4 million in storm insurance charges, partially offset by a $17.7 million net gain on store disposals.

Adjusted SG&A for the nine months ended September 30, 2024 excludes $9.7 million in acquisition-related

expenses, $6.0 million in storm insurance charges, and a $0.3 million net gain on store disposals .

Adjusted SG&A is a non- GAAP measure. See Non- GAAP Reconciliations for more details.

Floor Plan Interest Expense and Floor Plan Assistance

Floor plan assistance is provided by manufacturers to support store financing of vehicle inventory and is recorded

as a component of vehicle gross profit when the specific vehicle is sold. However, because manufacturers provide

this assistance to offset inventory carrying costs, we believe a comparison of floor plan interest expense to floor

plan assistance is a useful measure of the efficiency of our vehicle sales relative to stocking levels.

Shown below are the details for carrying costs for vehicles net of floor plan assistance earned:

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,			%
($ in millions)	2025	2024	Change	Change
Floor plan interest expense	$ 57.8	$ 76.6	$ (18.8)	(24.5) %
Floor plan assistance (included as an offset to cost of sales)	(43.5)	(44.0)	0.5	1.1
Net vehicle carrying costs	$ 14.3	$ 32.6	$ (18.3)	(56.1)

Floor plan interest expense decreased $18.8 million in the three months ended September 30, 2025 compared to

the same period of 2024 due to a decrease in interest rates and average new inventory levels.

YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,			%
($ in millions)	2025	2024	Change	Change
Floor plan interest expense	$ 169.8	$ 214.0	$ (44.2)	(20.7) %
Floor plan assistance (included as an offset to cost of sales)	(126.0)	(127.2)	1.2	0.9
Net vehicle carrying costs	$ 43.8	$ 86.8	$ (43.0)	(49.5)

Floor plan interest expense decreased $44.2 million in the nine months ended September 30, 2025 compared to the

same period of 2024 due to a decrease in interest rates and average new inventory levels.

Depreciation and Amortization

Depreciation and amortization is comprised of depreciation expense related to buildings, significant remodels or

improvements, furniture, tools, equipment, signage, and amortization of certain intangible assets, including

customer lists.

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Depreciation and amortization	$ 65.5	$ 63.5	$ 2.0	3.1 %


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YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Depreciation and amortization	$ 194.6	$ 183.6	$ 11.0	6.0 %

Acquisition activity contributed to the increases in depreciation and amortization in 2025 compared to 2024 . We

acquired $55.1 million of depreciable property as part of our acquisition activity over the trailing twelve-months

ended September 30, 2025 . For the nine months ended September 30, 2025 , we invested $257.7 million in capital

expenditures. These investments increased the amount of depreciation expense in the nine months ended

September 30, 2025 . See the discussion under Liquidity and Capital Resources for additional information.

Operating Income

Operating income as a percentage of revenue, or operating margin, was as follows:

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,
	2025	2024
Operating margin	4.4 %	4.6 %
Operating margin adjusted for non-core charges 1	4.4 %	4.6 %

1 See Non- GAAP Reconciliations for more details.

Operating margin decreased 20 bps in the three months ended September 30, 2025 compared to the same period

in 2024 , primarily due to increased SG&A of 5.8% , partially offset by increased gross profit of 2.5% and improved

profitability of our Financing Operations.

YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,
	2025	2024
Operating margin	4.4 %	4.3 %
Operating margin adjusted for non-core charges 1	4.4 %	4.3 %

1 See Non- GAAP Reconciliations for more details.

Operating margin increased 10 bps in the nine months ended September 30, 2025 compared to the same period in

2024 , primarily due to increased gross profit of 4.1% and improved profitability of our Financing Operations, partially

offset by increased SG&A of 3.9% .

Non-Operating Expenses

Other Interest Expense

Other interest expense includes interest on senior notes, debt incurred related to acquisitions, real estate

mortgages, used and service loaner vehicle inventory financing commitments, and revolving lines of credit.

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Senior notes interest	$ 21.0	$ 19.0	$ 2.0	10.5 %
Mortgage interest	14.9	12.9	2.0	15.5
Other interest	34.7	34.0	0.7	2.1
Capitalized interest	(2.3)	(1.4)	0.9	NM
Total other interest expense	$ 68.3	$ 64.5	$ 3.8	5.9 %

Other interest expense for the three months ended September 30, 2025 increased $3.8 million related to increased

borrowings on our warehouse facilities compared to the same period of 2024 , and our September 2025 issuance of

senior notes due 2030.


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YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,		Increase	% Increase
($ in millions)	2025	2024	Increase	% Increase
Senior notes interest	$ 59.1	$ 57.1	$ 2.0	3.5 %
Mortgage interest	43.4	36.4	7.0	19.2
Other interest	104.6	99.4	5.2	5.2
Capitalized interest	(6.6)	(3.6)	3.0	NM
Total other interest expense	$ 200.5	$ 189.3	$ 11.2	5.9 %

Other interest expense for the nine months ended September 30, 2025 increased $11.2 million related to increased

borrowings on our warehouse facilities compared to the same period of 2024 , and our September 2025 issuance of

senior notes due 2030.

Other (Expense) Income, net

Q 3 2025 vs. Q 3 2024


	Three Months Ended September 30,		Increase (Decrease)	% Increase
($ in millions)	2025	2024	Increase (Decrease)	% Increase
Pinewood Investment	$ (19.6)	$ 0.7	$ (20.3)	NM
Foreign currency remeasurement	(2.1)	3.0	(5.1)	NM
Net pension benefit	2.4	0.6	1.8	300.0
Miscellaneous	6.0	0.8	5.2	650.0
Other (expense) income, net	$ (13.3)	$ 5.1	$ (18.4)	NM

Other (expense) income, net in the three months ended September 30, 2025 decreased $18.4 million compared to

the same period of 2024, primarily as a result of fair market value changes in our investment in Pinewood

Technologies Group PLC and foreign currency remeasurements.

YTD 2025 vs. YTD 2024


	Nine Months Ended September 30,		Increase (Decrease)	% Increase (Decrease)
($ in millions)	2025	2024	Increase (Decrease)	% Increase (Decrease)
Pinewood Investment	$ 11.3	$ 30.5	(19.2)	(63.0)
Foreign currency remeasurement	3.0	(4.5)	7.5	NM
Net pension benefit	7.1	1.8	5.3	294.4
Miscellaneous	14.5	7.6	6.9	90.8
Other income, net	$ 35.9	$ 35.4	$ 0.5	1.4 %

Other income, net in the nine months ended September 30, 2025 increased $0.5 million compared to the same

period of 2024 , primarily as a result of fair market value changes in our investment in Pinewood Technologies Group

PLC, foreign currency remeasurements, and an increase in net pension benefit.

Income Tax Provision

Our effective income tax rate was as follows:


	Nine Months Ended September 30,
	2025	2024
Effective income tax rate	25.1 %	23.6 %
Effective income tax rate excluding non-core items 1	24.6 %	24.4 %

1 See Non- GAAP Reconciliations for more details.

Our effective income tax rate for the nine months ended September 30, 2025 compared to last year was negatively

affected by a decrease in general business credits and tax basis differences on divested assets, offset by a

decrease in valuation allowance. Excluding non-core charges and acquired general business credits, we estimate

our annual effective income tax rate to be 25.1% .


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On July 4, 2025, the One Big Beautiful Bill Act ("OB3 Act") was enacted into U.S. law. The effect of this legislation

has been included in our income tax provision for the nine-month period ended September 30, 2025. As a result of

the OB3 Act, we expect to realize cash tax savings in 2025, primarily driven by enhanced bonus depreciation

provisions and modifications to the business interest expense limitation rules. The OB3 Act does not have a material

impact on our effective tax rate.

Non- GAAP Reconciliations

Non- GAAP measures do not have definitions under GAAP and may be defined differently by and not comparable to

similarly titled measures used by other companies. As a result, we review any non- GAAP financial measures in

connection with a review of the most directly comparable measures calculated in accordance with GAAP . We

caution you not to place undue reliance on such non- GAAP measures, but also to consider them with the most

directly comparable GAAP measures. We believe each of the non- GAAP financial measures below improves the

transparency of our disclosures, provides a meaningful presentation of our results from the core business

operations because they exclude items not related to our ongoing core business operations and other non-cash

items, and improves the period-to-period comparability of our results from the core business operations. We use

these measures in conjunction with GAAP financial measures to assess our business, including our compliance with

covenants in our credit facility and in communications with our Board concerning financial performance. These

measures should not be considered an alternative to GAAP measures.

The following tables reconcile certain reported non- GAAP measures, which we refer to as “adjusted,” to the most

comparable GAAP measure from our Consolidated Statements of Operations.


	Three Months Ended September 30, 2025
($ in millions, except per share amounts)	As reported	Net gain on disposal of stores	Investment loss (1)	Insurance reserves	Acquisition expenses	Tax attribute	Adjusted
Selling, general and administrative	$ 998.0	$ 15.4	$ —	$ (2.5)	$ (15.9)	$ —	$ 995.0
Operating income	421.6	(15.4)	—	2.5	15.9	—	424.6
Other (expense) income, net	(13.3)	—	22.7	—	—	—	9.4

Income (loss) before income taxes	$ 282.2	$ (15.4)	$ 22.7	$ 2.5	$ 15.9	$ —	$ 307.9
Income tax (provision) benefit	(63.6)	7.2	(6.0)	(0.5)	(0.6)	(3.5)	(67.0)
Net income (loss)	218.6	(8.2)	16.7	2.0	15.3	(3.5)	240.9
Net income attributable to NCI	(1.5)	—	—	—	—	—	(1.5)
Net income (loss) attributable to Lithia Motors, Inc.	$ 217.1	$ (8.2)	$ 16.7	$ 2.0	$ 15.3	$ (3.5)	$ 239.4

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$ 8.61	$ (0.32)	$ 0.66	$ 0.08	$ 0.61	$ (0.14)	$ 9.50
Diluted share count	25.2


		MANAGEMENT’S DISCUSSION AND ANALYSIS	36

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	Three Months Ended September 30, 2024
($ in millions, except per share amounts)	As reported	Net gain on disposal of stores	Investment loss (1)	Acquisition expenses	Premium on redeemable NCI buyout	Tax attribute	Adjusted
Selling, general and administrative	$ 943.6	$ 0.3	$ —	$ (0.2)	$ —	$ —	$ 943.7
Operating income (loss)	421.9	(0.3)	—	0.2	—	—	421.8
Other income, net	5.1	—	0.4	—	—	—	5.5

Income (loss) before income taxes	$ 285.9	$ (0.3)	$ 0.4	$ 0.2	$ —	$ —	$ 286.2
Income tax (provision) benefit	(64.8)	0.1	(0.4)	(0.1)	—	(0.5)	(65.7)
Net income (loss)	221.1	(0.2)	—	0.1	—	(0.5)	220.5
Net income attributable to NCI	(1.2)	—	—	—	—	—	(1.2)
Net income attributable to redeemable NCI	(12.6)	—	—	—	11.6	—	(1.0)
Net income (loss) attributable to Lithia Motors, Inc.	$ 207.3	$ (0.2)	$ —	$ 0.1	$ 11.6	$ (0.5)	$ 218.3

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$ 7.73	$ (0.01)	$ —	$ —	0.43	$ (0.01)	$ 8.14
Diluted share count	26.8


	Nine Months Ended September 30, 2025
($ in millions, except per share amounts)	As reported	Net gain on disposal of stores	Investment gain (1)	Insurance reserves	Acquisition expenses	Tax attribute	Adjusted
Selling, general and administrative	$ 2,965.3	$ 17.7	$ —	$ (5.4)	$ (16.1)	$ —	$ 2,961.5
Operating income (loss)	1,253.3	(17.7)	—	5.4	16.1	—	1,257.1
Other income (expense), net	35.9	—	(4.1)	—	—	—	31.8

Income (loss) before income taxes	$ 918.9	$ (17.7)	$ (4.1)	$ 5.4	$ 16.1	$ —	$ 918.6
Income tax (provision) benefit	(230.9)	11.6	1.0	(1.4)	(0.6)	(5.7)	(226.0)
Net income (loss)	688.0	(6.1)	(3.1)	4.0	15.5	(5.7)	692.6
Net income attributable to NCI	(5.3)	—	—	—	—	—	(5.3)
Net income (loss) attributable to Lithia Motors, Inc.	$ 682.7	$ (6.1)	$ (3.1)	$ 4.0	$ 15.5	$ (5.7)	$ 687.3

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$ 26.42	$ (0.24)	$ (0.12)	$ 0.16	$ 0.60	$ (0.22)	$ 26.60
Diluted share count	25.8


		MANAGEMENT’S DISCUSSION AND ANALYSIS	37

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	Nine Months Ended September 30, 2024
($ in millions, except per share amounts)	As reported	Net gain on disposal of stores	Investment gain (1)	Insurance reserves	Acquisition expenses	Premium on redeemable NCI buyout	Tax attribute	Adjusted
Selling, general and administrative	$ 2,853.0	$ 0.3	$ —	$ (6.0)	$ (9.7)	$ —	$ —	$ 2,837.6
Operating income (loss)	1,157.0	(0.3)	—	6.0	9.7	—	—	1,172.4

Income (loss) before income taxes	$ 789.1	$ (0.3)	$ (29.1)	$ 6.0	$ 9.7	$ —	$ —	$ 775.4
Income tax (provision) benefit	(186.5)	0.1	7.1	(1.5)	(0.5)	—	(8.0)	(189.3)
Net income (loss)	602.6	(0.2)	(22.0)	4.5	9.2	—	(8.0)	586.1
Net income attributable to NCI	(3.8)	—	—	—	—	—	—	(3.8)
Net income attributable to redeemable NCI	(14.8)	—	—	—	—	11.6	—	(3.2)
Net income (loss) attributable to Lithia Motors, Inc.	$ 584.0	$ (0.2)	$ (22.0)	$ 4.5	$ 9.2	$ 11.6	$ (8.0)	$ 579.1

Diluted earnings per share attributable to Lithia Motors, Inc.	$ 21.47	$ (0.01)	$ (0.81)	$ 0.17	$ 0.34	$ 0.43	$ (0.3)	$ 21.29
Diluted share count	27.2

(1) Investment losses (gains) retrospectively included in adjusted non- GAAP financial measures presented

Liquidity and Capital Resources

We manage our liquidity and capital resources in the context of our overall business strategy, continually forecasting

and managing our cash, working capital balances and capital structure in a way that we believe will meet the short-

term and long-term obligations of our business while maintaining liquidity and financial flexibility. Our current free

cash flow deployment strategy includes a target allocation of 25% to 35% investment in acquisitions, 25%

investment in capital expenditures, innovation, and diversification and 40% to 50% in shareholder return in the form

of dividends and share repurchases based on current valuation trends in acquisitions relative to stock price

performance.

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in

the longer term. Cash flows from operations and borrowings under our credit facilities are our main sources for

liquidity. In addition to the above sources of liquidity, potential sources to fund our business strategy include

financing of real estate and proceeds from debt or equity offerings. We 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.

Available Sources

Below is a summary of our immediately available funds:


($ in millions)	September 30, 2025	December 31, 2024	Change	% Change
Cash and cash equivalents	$ 206.5	$ 225.1	$ (18.6)	(8.3) %
Marketable securities	54.9	53.4	1.5	2.8
Available credit on credit facilities	1,639.8	1,075.3	564.5	52.5
Total current available funds	$ 1,901.2	$ 1,353.8	$ 547.4	40.4 %

Information about our cash flows, by category, is presented in our Consolidated Statements of Cash Flows. The

following table summarizes our cash flows:


		MANAGEMENT’S DISCUSSION AND ANALYSIS	38

Table of Contents


	Nine Months Ended September 30,		Change
(In millions)	2025	2024	in Cash Flow
Net cash provided by operating activities	$ 233.0	$ 363.3	$ (130.3)
Net cash used in investing activities	(479.4)	(1,820.8)	1,341.4
Net cash provided by financing activities	264.5	880.2	(615.7)

Operating Activities

Cash provided by operating activities for the nine months ended September 30, 2025 decreased $130.3 million

compared to the same period of 2024 , primarily related to changes in floor plan notes payable , other assets , and

finance receivables , partially offset by changes in inventories , net income , and other long-term liabilities and

deferred revenue compared to the same period of 2024 .

Borrowings from and repayments to our syndicated credit facilities related to our new vehicle inventory floor plan

financing are presented as financing activities. To better understand the impact of changes in inventory, other

assets, and the associated financing, we also consider our adjusted net cash provided by operating activities to

include borrowings or repayments associated with our new vehicle floor plan commitment and exclude the impact of

our financing receivables activity. Adjusted net cash provided by operating activities, a non- GAAP measure, is

presented below:


	Nine Months Ended September 30,		Change
(In millions)	2025	2024	in Cash Flow
Net cash provided by operating activities – as reported	$ 233.0	$ 363.3	$ (130.3)
Adjust: Net borrowings on floor plan notes payable, non-trade	73.3	280.1	(206.8)
Less: Borrowings on floor plan notes payable, non-trade associated with acquired new vehicle inventory	(62.9)	(105.5)	42.6
Adjust: Financing receivables activity	671.3	524.2	147.1
Net cash provided by operating activities – adjusted	$ 914.7	$ 1,062.1	$ (147.4)

Investing Activities

Net cash used in investing activities totaled $0.5 billion and $1.8 billion , respectively, for the nine months ended

September 30, 2025 and 2024 .

Below are highlights of significant activity related to our cash flows from investing activities:


	Nine Months Ended September 30,		Change
(In millions)	2025	2024	in Cash Flow
Capital expenditures	$ (257.7)	$ (271.9)	$ 14.2
Cash paid for acquisitions, net of cash acquired	(417.6)	(1,247.0)	829.4
Net cash for other investments	(12.7)	(329.1)	316.4
Proceeds from sales of stores	178.1	21.9	156.2


		MANAGEMENT’S DISCUSSION AND ANALYSIS	39

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Capital Expenditures

Below is a summary of our capital expenditure activities ($ in millions):

Many manufacturers provide assistance in the form of additional incentives or assistance if facilities meet specified

standards and requirements. We expect that certain facility upgrades and remodels will generate additional

manufacturer incentive payments. Also, tax laws allowing accelerated deductions for capital expenditures reduce

the overall investment needed and encourage accelerated project timelines.

We expect to use a portion of our future capital expenditures to upgrade facilities that we recently acquired. This

additional capital investment is contemplated in our initial evaluation of the investment return metrics applied to

each acquisition and is usually associated with manufacturer standards and requirements.

Capital expenditures for the nine months ended September 30, 2025 , compared to the same period of 2024 were

lower for existing facility purchases, maintenance, new operations purchases and improvements, and information

technology, and higher in existing operations improvements.

If we undertake a significant capital commitment in the future, we expect to pay for the commitment out of existing

cash balances, construction financing and borrowings on our credit facility. Upon completion of the projects, we

believe we would have the ability to secure 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.

Acquisitions

We focus on acquiring stores at attractive purchase prices that meet our return thresholds and strategic objectives.

We look for acquisitions that diversify our brand and geographic mix as we continue to evaluate our portfolio to

minimize exposure to any one manufacturer and achieve financial returns.

We are able to subsequently floor new vehicle inventory acquired as part of an acquisition; however, the cash

generated by this transaction is recorded as borrowings on floor plan notes payable, non-trade.

Adjusted net cash paid for acquisitions, a non- GAAP measure, as well as certain other acquisition-related

information is presented below:


	Nine Months Ended September 30,
($ in millions)	2025	2024
Number of locations acquired	6	145

Cash paid for acquisitions, net of cash acquired	$ (417.6)	$ (1,247.0)
Add: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory	62.9	105.5
Cash paid for acquisitions, net of cash acquired – adjusted	$ (354.7)	$ (1,141.5)


		MANAGEMENT’S DISCUSSION AND ANALYSIS	40

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We evaluate potential capital investments primarily based on targeted rates of return on assets and return on our

net equity investment.

Financing Activities

Adjusted net cash provided by financing activities, a non- GAAP measure, which is adjusted for borrowings and

repayments on floor plan facilities: non-trade and borrowings and repayments associated with our Financing

Operations segment was as follows:


	Nine Months Ended September 30,		Change
(In millions)	2025	2024	in Cash Flow
Cash provided by financing activities, as reported	$ 264.5	$ 880.2	$ (615.7)
Less: Net borrowings on floor plan notes payable: non-trade	(73.3)	(280.1)	206.8
Less: Net borrowings on non-recourse notes payable	(136.3)	(77.4)	(58.9)
Cash provided by financing activities, as adjusted	$ 54.9	$ 522.7	$ (467.8)

Below are highlights of significant activity related to our cash flows from financing activities, excluding borrowings

and repayments on floor plan notes payable: non-trade, which are discussed above:


	Nine Months Ended September 30,		Change
(In millions)	2025	2024	in Cash Flow
Net borrowings on lines of credit	$ 132.0	$ 698.4	$ (566.4)
Principal payments on long-term debt and finance lease liabilities, scheduled	(29.6)	(29.0)	(0.6)
Principal payments on long-term debt and finance lease liabilities, other	(15.7)	(48.2)	32.5
Proceeds from issuance of long-term debt	741.0	279.5	461.5
Principal payments on non-recourse notes payable	(959.0)	(661.6)	(297.4)
Proceeds from the issuance of non-recourse notes payable	1,095.3	739.0	356.3
Payment of debt issuance costs	(11.7)	(7.6)	(4.1)
Proceeds from issuance of common stock	21.0	21.2	(0.2)
Repurchase of common stock	(662.3)	(273.2)	(389.1)
Dividends paid	(42.1)	(42.4)	0.3
Payment of contingent consideration related to acquisitions	(9.4)	(12.0)	2.6
Other financing activity	(68.3)	(64.0)	(4.3)

Equity Transactions

In August 2025, our Board approved an additional $750 million repurchase authorization of ou r comm on stock . This

authorization was in addition to previous authorizations over the last several years, now totaling a combined

repurchase authorization of up to $3.2 billion of our common stock. We repurchased a total of 2,139,114 shares of

our common stock at an average price of $314.16 in the first nine months of 2025 , consisting of 36,590 related to

tax withholding on vesting RSU s, and 2,102,524 related to our repurchase authorizations. As of September 30,

2025 , we had $910.1 million remaining available for repurchases and the authorizations do not have expiration

dates.

In the first nine months of 2025 , we declared and paid dividends on our common stock as follows:


Dividend paid:	Dividend amount per share	Total amount of dividend (in millions)
March 2025	$ 0.53	$ 13.9
May 2025	$ 0.55	$ 14.3
August 2025	$ 0.55	$ 13.9

We evaluate performance and make a recommendation to the Board on dividend payments on a quarterly basis.


		MANAGEMENT’S DISCUSSION AND ANALYSIS	41

Table of Contents

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:


	As of September 30, 2025
(In millions)	Outstanding	Remaining Available
Floor plan note payable: non-trade	$ 2,904.8	$ —	1
Floor plan notes payable	1,964.1	—
Used and service loaner vehicle inventory financing commitments	1,020.8	18.8	2
Revolving lines of credit	1,310.6	1,591.3	2, 3
Warehouse facilities	1,252.0	29.7
Non-recourse notes payable	2,245.7	—
4.625% Senior notes due 2027	400.0	—
4.375% Senior notes due 2031	550.0	—
3.875% Senior notes due 2029	800.0	—
5.500% Senior notes due 2030	600.0	—
Real estate mortgages, finance lease obligations, and other debt	1,117.3	—
Unamortized debt issuance costs	(26.8)	—	4
Total debt, net	$ 14,138.5	$ 1,639.8

1 As of September 30, 2025 , we had a $3.0 billion new vehicle floor plan commitment as part of our US Bank syndicated

credit facility, and a $500 million CAD wholesale floorplan commitment as part of our Bank of Nova Scotia syndicated credit

facility.

2 The amount available on these credit facilities are limited based on borrowing base calculations and fluctuates monthly.

3 Available credit is based on the borrowing base amount effective as of August 31, 2025 . This amount is reduced by $7.6

million for outstanding letters of credit.

4 Debt issuance costs are presented on the balance sheet as a reduction from the carrying amount of the related debt liability.

Financial Covenants

Our credit facilities, non-recourse notes payable, and senior notes contain customary representations and

warranties, conditions and covenants for transactions of these types.

Recent Accounting Pronouncements

See Note 15 – Recent Accounting Pronouncements for discussion.

Critical Accounting Policies and Use of Estimates

There have been no material changes in the critical accounting policies and use of estimates described in our 2024

Annual Report on Form 10-K filed with the SEC on February 24, 2025 .

Seasonality and Quarterly Fluctuations

Our North American operations generally experience lower volumes in the first quarter of each year due to

consumer purchasing patterns and inclement weather in certain of our markets. As a result, financial performance is

expected to be lower during the first quarter than during the second, third and fourth quarters of each fiscal year.

Our U.K. operations generally experience higher volumes in the first and third quarters of each year, due primarily to

new vehicle registration practices in the United Kingdom. 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 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our reported market risks or risk management policies since the filing of

our 2024 Annual Report on Form 10-K, which was filed with the SEC on February 24, 2025 .


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Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We evaluated, with the participation and under the supervision of our Chief Executive Officer and our Chief

Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by

this Quarterly Report on Form 10-Q. 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 SEC 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 most recent fiscal

quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial

reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are party to numerous legal proceedings arising in the normal course of our business. Although we do not

anticipate that the resolution of legal proceedings arising in the normal course of business will have a material

adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with

certainty.

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in

our 2024 Annual Report on Form 10-K, which was filed with the SEC on February 24, 2025 . We have described in

our 2024 Annual Report on Form 10-K, under Risk Factors in Item 1A, the primary risks related to our business and

securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We repurchased the following shares of our common stock during the third quarter of 2025 :


For the full calendar month of	Total number of shares purchased 2	Average price paid per share	Total number of shares purchased as part of publicly announced plans 1	Maximum dollar value of shares that may yet be purchased under publicly announced plans (in thousands) 1
July	235,835	$ 294.99	235,790	$ 499,230
August	680,353	305.56	680,274	1,041,363
September	395,685	331.84	395,685	910,058
Total	1,311,873	311.59	1,311,749

1 On June 4, 2024, our Board approved an additional $350 million repurchase authorization of our common stock, in March

2025, our Board approved an additional $350 million repurchase authorization of our common stock, and in August 2025,

our Board approved an additional $750 million repurchase authorization of our common stock. These authorizations were in

addition to the amount previously authorized by the Board for repurchase. There are no expiration dates for the share

repurchase authorizations.

2 Of the sha res repurchased in the third quarter of 2025 , 124 shares were related to tax withholding upon the vesting of RSU s.


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Table of Contents

Item 5. Other Information

During the fiscal quarter ended September 30, 2025 , none of our directors or officers (as defined in Rule 16a-1

under the Exchange Act) adopted , modified or terminated any Rule 10b5-1 plan or any non-Rule 10b5-1 trading

arrangement during the third quarter of 2025 , except as described in the table below:


Name	Title	Action	Date Adopted	Expiration Date	Aggregate # of Securities to be Purchased/Sold
Stacy Loretz-Congdon	Director	Adoption of Rule 10b5-1 Plan	August 15, 2025	August 13, 2027	600

Item 6. Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index.

Incorporated by Reference

Filed or

Furnished

Herewith

Exhibit

Number

Exhibit Description

Form

File

Number

Exhibit

Filing

Date

3.1

Restated Articles of Incorporation of Lithia Motors, Inc.

10-Q

001-14733

3.1

07/28/21

3.2

Bylaws of Lithia Motors, Inc. as of July 25, 2024

8-K

001-14733

3.1

07/30/24

4.1

Indenture, dated as of September 10, 2025, among Lithia Motors, Inc.,

the Guarantors and the Trustee.

8-K

001-14733

4.1

09/10/25

4.2

Form of 5.500% Senior Notes due 2030 (included as part of Exhibit 4.1).

8-K

001-14733

4.2

09/10/25

10.1

Sixth Amendment to Fourth Amended and Restated Loan Agreement,

dated August 6, 2025, among Lithia Motors, Inc., the subsidiaries of

Lithia Motors, Inc. listed on the signature pages of the agreement or that

thereafter become borrowers thereunder, the lenders party thereto from

time to time, and U.S. Bank National Association.

8-K

001-14733

10.1

08/08/25

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the

Securities Exchange Act of 1934.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the

Securities Exchange Act of 1934.

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-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) of the

Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101

Inline XBRL Document Set for the consolidated financial statements and

accompanying notes to consolidated financial statements

104

Cover page formatted as Inline XBRL and contained in Exhibit 101.


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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned thereunto duly authorized.


Date: October 24, 2025	LITHIA MOTORS, INC.
	Registrant

	By:	/s/ Tina Miller
		Tina Miller
		Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

TABLE OF CONTENTS

Note 1. Interim Financial Statements Note 2. Accounts Receivable Note 3. Inventories and Floor Plan Notes Payable Note 4. Finance Receivables Note 5. Goodwill and Franchise Value Note 12 Acquisitions Note 6. Investments Note 11 Fair Note 7. Commitments and Contingencies Note 8. Debt Note 9. Retirement Plans and Postretirement Benefits Note 10. Equity Note 11. Fair Value Measurements Note 6 Investments Note 12. Acquisitions Note 13. Earnings Per Share Note 14. Segments Note 4 Finance Receivables Note 15. Recent Accounting Pronouncements Item 2. Management S Discussion and Analysis Of Financial Condition and Note 15 Recent Accounting Pronouncements Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Restated Articles of Incorporation of Lithia Motors, Inc. 10-Q 001-14733 3.1 07/28/21 3.2 Bylaws of Lithia Motors, Inc. as of July 25, 2024 8-K 001-14733 3.1 07/30/24 4.1 Indenture, dated as of September 10, 2025, among Lithia Motors, Inc.,the Guarantors and the Trustee. 8-K 001-14733 4.1 09/10/25 4.2 Form of 5.500% Senior Notes due 2030 (included as part of Exhibit 4.1). 8-K 001-14733 4.2 09/10/25 10.1 Sixth Amendment to Fourth Amended and Restated Loan Agreement,dated August 6, 2025, among Lithia Motors, Inc., the subsidiaries ofLithia Motors, Inc. listed on the signature pages of the agreement or thatthereafter become borrowers thereunder, the lenders party thereto fromtime to time, and U.S. Bank National Association. 8-K 001-14733 10.1 08/08/25 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of theSecurities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of theSecurities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of theSecurities Exchange Act of 1934 and 18 U.S.C. Section 1350. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of theSecurities Exchange Act of 1934 and 18 U.S.C. Section 1350.

LAD 10-Q Quarter ended Sept. 30, 2025

Exhibits