LITHIA MOTORS INC (LAD)

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 vehicle and other sales, gross profit and inventory supply

•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 2025 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 June 30, 2026, we operated 467 locations representing 59 brands in the United

States, the United Kingdom, and Canada.

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

Table of Contents

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 467 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.

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

Table of Contents

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 six months of 2026, we

utilized $153.4 million for capital expenditures investing in our existing business and $221.7 million expanding our

network through acquisitions. We also provided shareholder return in the form of $25.7 million in dividends and

$534.0 million in share repurchases. As of June 30, 2026, we had available liquidity of approximately $1.3 billion,

which was comprised of $110.3 million in unrestricted cash, $67.0 million in marketable securities, and $1.1 billion

availability on our credit facilities.

Financial Performance

We experienced growth of revenue in 2026 compared to 2025, primarily driven by increases in used vehicle and

aftersales volum

[Excerpt truncated for page length; source filing is linked above.]

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

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

Overview

We are a global automotive retailer ranked #124 on the Fortune 500 in 2025. As of February 25, 2026, we offered 54 brands of new vehicles and all brands of used vehicles in 458 stores in the United States, the United Kingdom, and Canada and online at over 400 websites. We offer a wide range of products and services including new and used vehicles, F&I products, and vehicle repair and maintenance aftersales.

Financial Performance

We experienced revenue growth across all major business lines in 2025 compared to 2024, driven by same store growth and complemented by acquisitions. Improvements in same store aftersales and third-party finance and insurance gross profit contributed to total company gross profit growth, partially offset by decreases in new and used vehicle gross profit. On a same store basis, new and used vehicle retail gross profit declined due to lower gross profit per unit as margins continued to normalize toward pre-pandemic levels. The decline in net income was driven by this margin normalization, higher SG&A as a percentage of gross profit, and a higher effective income tax rate, partially offset by lower interest expense.

Segments

We operate in two reportable segments: Vehicle Operations and Financing Operations. Our Vehicle Operations segment consists of all aspects of our auto merchandising and service operations, excluding financing provided by our Financing Operations segment. Our Financing Operations segment provides financing options to customers

buying and leasing retail vehicles from our Vehicle Operations segment, as well as leasing vehicles from our fleet management division.

Vehicle Operations

(1)Includes the sales and gross profit related to new, used, and F&I and unit sales for new and used retail

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 operations in our existing locations. Therefore, we have integrated same store measures 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 November 2024 would be included in same store operating data beginning in December 2025, after its first complete comparable month of operations. The fourth quarter operating results for the same store comparisons would include results for that store in only the period of December for both comparable periods.

(1)Includes the sales and gross profit related to new, used, and F&I and unit sales for new and used retail

New Vehicles

Under our business strategy, we believe that our new vehicle sales create incremental profit opportunities through certain manufacturer incentive programs, providing used vehicle inventory through trade-ins, arranging of third-party financing, vehicle service and insurance contracts, future resale of used vehicles acquired through trade-in, and parts and service aftersales.

2025 vs. 2024

New vehicle revenue increased 2.1%, resulting from an increase in average selling prices of 2.5%, offset by a decrease in unit sales of 0.9%. Same store new vehicle revenue was primarily impacted by an increase in average selling prices of 2.0%, offset by a decrease in unit sales of 1.2%.

New vehicle gross profit decreased 9.0%, due to a decrease in average gross profit per unit of 8.2% and a decrease in unit sales of 0.9%. On a same store basis, gross profit per new vehicle decreased 8.5%, continuing to normalize to pre-pandemic levels.

2024 vs. 2023

New vehicle revenue increased 17.4%, resulting from an increase in unit sales of 22.4%, offset by a decrease in average selling prices of 2.8%. Same store new vehicle revenue was primarily impacted by a 1.4% increase in unit sales, offset by a decrease in average selling prices of 0.1%.

New vehicle gross profit decreased 10.0%, primarily due to a decrease in average gross profit per unit of 26.5%, partially offset by an increase in unit sales of 22.4%. On a same store basis, gross profit per new vehicle decreased 25.9%.

Used Vehicles

Used vehicle retail sales are a strategic focus for organic growth. We offer three categories of used vehicles: CPO vehicles; core vehicles, which are late-model vehicles with lower mileage; and value autos, which are 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), access additional used vehicle inventory through trade-ins, and increase sales from F&I products and aftersales.

2025 vs. 2024

Used vehicle revenues increased 5.9%, resulting from an increase in retail unit

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]