10-K 1 kmx0228201910-k.htm 10-K Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2019
OR
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-31420
CARMAX, INC.
(Exact name of registrant as specified in its charter)
 
VIRGINIA
(State or other jurisdiction of
incorporation or organization)
54-1821055
(I.R.S. Employer
Identification No.)
 
12800 TUCKAHOE CREEK PARKWAY, RICHMOND, VIRGINIA
(Address of principal executive offices)
23238
(Zip Code)
 
Registrant’s telephone number, including area code: (804) 747-0422
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.50
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x

1



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o 
Smaller reporting company o
 
Emerging growth company o

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.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
 
The aggregate market value of the registrant’s common stock held by non-affiliates as of August 31, 2018, computed by reference to the closing price of the registrant’s common stock on the New York Stock Exchange on that date, was $13,681,355,778.
On March 31, 2019, there were 166,187,221 outstanding shares of CarMax, Inc. common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the CarMax, Inc. Notice of 2019 Annual Meeting of Shareholders and Proxy Statement are incorporated by reference in Part III of this Form 10-K.

2



CARMAX, INC.
FORM 10-K
FOR FISCAL YEAR ENDED FEBRUARY 28, 2019
TABLE OF CONTENTS
 
 
 
 
 
Page 
No.
 
 
 
 
 
PART I
 
 
 
 
 
Item 1.
 
Business
 
Item 1A.
 
Risk Factors
 
Item 1B.
 
Unresolved Staff Comments
 
Item 2.
 
Properties
 
Item 3.
 
Legal Proceedings
 
Item 4.
 
Mine Safety Disclosures
 
 
 
 
 
 
 
 
Executive Officers of the Company
 
 
 
 
 
 
PART II
Item 5.
 
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 
Item 6.
 
Selected Financial Data
 
Item 7.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item 7A.
 
Quantitative and Qualitative Disclosures about Market Risk
 
Item 8.
 
Consolidated Financial Statements and Supplementary Data
 
Item 9.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Item 9A.
 
Controls and Procedures
 
Item 9B.
 
Other Information
 
 
 
 
 
 
PART III
Item 10.
 
Directors, Executive Officers and Corporate Governance
 
Item 11.
 
Executive Compensation
 
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 
Item 13.
 
Certain Relationships and Related Transactions and Director Independence
 
Item 14.
 
Principal Accountant Fees and Services
 
 
 
 
 
 
PART IV
Item 15.
 
Exhibits and Financial Statement Schedules
 
Item 16.
 
Form 10-K Summary
 
 
 
Signatures
 

3



PART I
In this document, “we,” “our,” “us,” “CarMax” and “the company” refer to CarMax, Inc. and its wholly owned subsidiaries, unless the context requires otherwise.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This Annual Report on Form 10-K and, in particular, the description of our business set forth in Item 1 and our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding:

Our projected future sales growth, comparable store sales growth, margins, tax rates, earnings, CarMax Auto Finance income and earnings per share. 
Our business strategies.
Our expectations of factors that could affect CarMax Auto Finance income. 
Our expected future expenditures, cash needs, and financing sources. 
Our expected capital structure, stock repurchases and indebtedness.
The projected number, timing and cost of new store openings. 
Our gross profit margin, inventory levels and ability to leverage selling, general and administrative and other fixed costs. 
Our sales and marketing plans. 
The capabilities of our proprietary information technology systems and other systems. 
Our assessment of the potential outcome and financial impact of litigation and the potential impact of unasserted claims. 
Our assessment of competitors and potential competitors.
Our expectations for growth in our markets and in the used vehicle retail sector. 
Our assessment of the effect of recent legislation and accounting pronouncements.
In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements.  You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “should,” “will” and other similar expressions, whether in the negative or affirmative.  We cannot guarantee that we will achieve the plans, intentions or expectations disclosed in the forward-looking statements.  There are a number of important risks and uncertainties that could cause actual results to differ materially from those indicated by our forward-looking statements.  These risks and uncertainties include, without limitation, those set forth in Item 1A under the heading “Risk Factors.”  We caution investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made.  We disclaim any intent or obligation to update any forward-looking statements made in this report.

4



Item 1.  Business.
BUSINESS OVERVIEW

CarMax Background
CarMax, Inc. delivers an unrivaled customer experience by offering a broad selection of quality used vehicles and related products and services at competitive, no-haggle prices using a customer-friendly sales process in an attractive, modern sales facility, as well as through carmax.com and our mobile apps.  We are in the process of rolling out our new omni-channel car buying experience, which provides customers a choice as to how they want to buy a car: from home, in-store or a combination of both. We have launched our omni-channel experience in the Atlanta market, and we anticipate having it available to the majority of our customers by the end of fiscal 2020. We are the nation’s largest retailer of used cars, and we sold 748,961 used vehicles at retail during the fiscal year ended February 28, 2019.  We are also one of the nation’s largest operators of wholesale vehicle auctions and one of the nation’s largest providers of used vehicle financing.
CarMax was incorporated under the laws of the Commonwealth of Virginia in 1996.  CarMax, Inc. is a holding company and our operations are conducted through our subsidiaries.  Under the ownership of Circuit City Stores, Inc. (“Circuit City”), we began operations in 1993 with the opening of our first CarMax store in Richmond, Virginia.  On October 1, 2002, the CarMax business was separated from Circuit City through a tax-free transaction, becoming an independent, publicly traded company.  As of February 28, 2019, we operated 203 used car stores in 100 U.S. television markets.  Our home office is located at 12800 Tuckahoe Creek Parkway, Richmond, Virginia.
CarMax Business
We operate in two reportable segments:  CarMax Sales Operations and CarMax Auto Finance (“CAF”).  Our CarMax Sales Operations segment consists of all aspects of our auto merchandising and service operations, excluding financing provided by CAF.  Our CAF segment consists solely of our own finance operation that provides financing to customers buying retail vehicles from CarMax.
CarMax Sales Operations.  Our CarMax Sales Operations segment sells used vehicles, purchases used vehicles from customers and other sources, sells related products and services, and arranges financing options for customers, all for fixed, no-haggle prices. We enable our customers to separately evaluate each component of the sales process based on comprehensive information about the terms and associated prices of each component. Customers can accept or decline any individual element of the offer without affecting the price or terms of any other component of the offer.
Purchasing a Vehicle
The vehicle purchase process at CarMax differs fundamentally from the traditional auto retail experience.  Our no-haggle pricing removes a frequent customer frustration with the purchase process and allows customers to shop for vehicles the same way they shop for other consumer products.  As we roll out our new omni-channel experience, our customers will be empowered to buy a car on their own terms, either completely from home, in-store, or through an integrated combination of online and in-store experiences.
Our sales consultants are generally paid commissions on a fixed dollars-per-unit standard, thereby earning the same commission regardless of the vehicle being sold, the amount a customer finances or the related interest rate. This pay structure aligns our sales associates’ interests with those of our customers, in contrast to other dealerships where sales and finance personnel may receive higher commissions for negotiating higher prices and interest rates, or steering customers to vehicles with higher gross profits.
We recondition every used vehicle we retail to meet our CarMax Quality Certified standards, and each vehicle must pass an inspection before being offered for sale.  We stand behind every used vehicle we sell with a 7-day, money-back guarantee and at least a 30-day limited warranty. Our CarMax Quality Certified standards were developed internally by CarMax and are not affiliated with any third party or original equipment manufacturer program.
We maximize customer choice by offering a large selection of inventory on our lots and by making our nationwide inventory of approximately 70,000 retail vehicles as of February 28, 2019, available for viewing on carmax.com, as well as our mobile apps.  Upon request by a customer, we will transfer virtually any used vehicle in our inventory.  This gives CarMax customers access to a much larger selection of vehicles than any traditional auto retailer.  In fiscal 2019, approximately 34% of our vehicles sold were transferred at customer request.
In addition to retailing used vehicles, we sell new vehicles at two locations under franchise agreements.

5



Selling us a Vehicle:
We have separated the practice of trading in a used vehicle in conjunction with the purchase of another vehicle into two distinct and independent transactions.  We will appraise a customer’s vehicle free of charge and make a written, guaranteed offer to buy that vehicle regardless of whether the owner is purchasing a vehicle from us.  This no-haggle offer is good for seven days. 
Based on age, mileage or condition, fewer than half of the vehicles acquired through our appraisal process meet our retail standards.  Those vehicles that do not meet our retail standards are sold to licensed dealers through our wholesale auctions.  Unlike many other auto auctions, we own all the vehicles that we sell in our auctions, which allows us to maintain a high auction sales rate. This high sales rate, combined with dealer-friendly practices, makes our auctions an attractive source of vehicles for licensed dealers.    As of February 28, 2019, we conducted wholesale auctions at 76 of our 203 stores.  During fiscal 2019, we sold 447,491 wholesale vehicles through these auctions with an average auction sales rate of approximately 95%.
Financing a Vehicle
The availability of on-the-spot financing is a critical component of the vehicle purchase process, and having an array of finance sources increases approvals, expands finance opportunities for our customers and mitigates risk to CarMax.  Our finance program provides access to credit for customers across a wide range of the credit spectrum through both CAF and third-party providers.  We believe that our processes and systems, transparency of pricing, and vehicle quality, as well as the integrity of the information collected at the time the customer applies for credit, allow CAF and our third-party providers to make underwriting decisions in a unique and advantageous environment distinct from the traditional auto retail environment.  All finance offers, whether from CAF or our third-party providers, are backed by a 3-day payoff option, which allows customers to refinance their loan with another finance provider within three business days at no charge. 
Related Products and Services:    
We provide customers with a range of other related products and services, including extended protection plan (“EPP”) products and vehicle repair service. EPP products include extended service plans (“ESPs”) and guaranteed asset protection (“GAP”), which is designed to cover the unpaid balance on an auto loan in the event of a total loss of the vehicle or unrecovered theft.  Our ESP customers have access to vehicle repair service at each CarMax store and at thousands of independent and franchised service providers.  We believe that the broad scope of our ESPs helps promote customer satisfaction and loyalty, and thus increases the likelihood of repeat and referral business.  In fiscal 2019, approximately 61% of the customers who purchased a retail used vehicle also purchased an ESP and approximately 18% purchased GAP.
CarMax Auto Finance.  CAF provides financing solely to customers buying retail vehicles from CarMax.  CAF allows us to manage our reliance on third-party finance providers and to leverage knowledge of our business to provide qualifying customers a competitive financing option.  CAF utilizes proprietary scoring models based upon the credit history and other credit data of the customer along with CAF’s historical experience to predict the likelihood of customer repayment.  Because CAF offers financing solely to CarMax customers, our scoring models are optimized for the CarMax channel.  We believe CAF enables us to capture additional profits, cash flows and sales.  After the effect of 3-day payoffs and vehicle returns, CAF financed 43.2% of our retail used vehicle unit sales in fiscal 2019.
CAF also services all auto loans it originates and is responsible for providing billing statements, collecting payments, maintaining contact with delinquent customers, and arranging for the repossession of vehicles securing defaulted loans.  As of February 28, 2019, CAF serviced approximately 966,000 customer accounts in its $12.51 billion portfolio of managed receivables.
Competition 
CarMax Sales Operations.  The U.S. used car marketplace is highly fragmented, and we face competition from franchised dealers, who sell both new and used vehicles; online sellers; independent used car dealers; and private parties. According to industry sources, as of December 31, 2018, there were approximately 18,000 franchised dealers in the U.S., who we consider to be our primary retail competitors, as they sell the majority of late-model used vehicles.  Competition in our industry has evolved with the adoption of online platforms and marketing tools, all of which facilitate increased competition.
Based on industry data, there were approximately 42 million used cars sold in the U.S. in calendar 2018, of which approximately 22 million were estimated to be age 0- to 10-year old vehicles.  While we are the largest retailer of used vehicles in the U.S., in calendar 2018, we estimate we sold approximately 4.4% of the age 0- to 10-year old vehicles sold in the current comparable store markets in which we operate, a decrease in these markets from approximately 4.5% in calendar 2017. Our market share is generally the highest in markets in which we have been established for many years. Entering new markets could have a dampening effect on our market share given that our initial market share in new markets is generally much lower than our average. On a nationwide basis, we estimate we sold approximately 3.3% of the age 0- to 10-year old vehicles sold in calendar year 2018.     

6



We believe that our principal competitive advantages in used vehicle retailing include our ability to provide a high degree of customer satisfaction with the car-buying experience by virtue of our competitive, no-haggle prices and our customer-friendly sales process; our breadth of selection of the most popular makes and models available on site and via carmax.com and our mobile apps; the quality of our vehicles; our proprietary information systems; the transparency and availability of CAF and third-party financing; the locations of our retail stores; and our commitment to evolving our car-buying experience to meet customers’ changing expectations.  We believe our new omni-channel experience will reinforce our competitive advantages and anticipate having it available to the majority of our customers by the end of fiscal 2020. In addition, we believe our willingness to appraise and purchase a customer’s vehicle, whether or not the customer is buying a car from us, provides a competitive sourcing advantage for retail vehicles.  Our high volume of appraisal purchases supplies not only a large portion of our retail inventory, but also provides the scale that enables us to conduct our own wholesale auctions to dispose of vehicles that do not meet our retail standards.
Our wholesale auctions compete with other automotive auction houses.  In contrast to the highly fragmented used vehicle retail market, the automotive auction market has two primary competitors: Manheim, a subsidiary of Cox Enterprises, and KAR Auction Services, Inc., which together represent an estimated 70% of the North American wholesale car auction market.  These competitors auction vehicles of all ages, while CarMax’s auctions predominantly sell older, higher mileage vehicles.   
CarMax Auto Finance.  CAF operates and is a significant participant in the auto finance sector of the consumer finance market.  This sector is primarily comprised of banks, captive finance divisions of new car manufacturers, credit unions and independent finance companies.  According to industry sources, this sector represented more than $1 trillion in outstanding receivables as of December 31, 2018.  CAF’s primary competitors are banks and credit unions that offer direct financing to customers purchasing used cars.  
We believe that CAF’s principal competitive advantage is its strategic position as the primary finance source for CarMax customers, and that CAF’s primary driver for growth is the growth in CarMax’s retail used unit sales.  We periodically test different credit offers and closely monitor acceptance rates and the effect on sales to assess market competitiveness.  We also monitor 3-day payoffs, as the percentage of customers exercising this option can be an indication of the competitiveness of our offer.
Products and Services
Retail Merchandising.  We offer customers a broad selection of makes and models of used vehicles, including domestic, imported and luxury vehicles, at competitive prices.  Our focus is vehicles that are 0 to 10 years old; these vehicles generally range in price from $11,000 to $35,000.  The mix of our used vehicle inventory by make, model and age will vary from time to time, depending on consumer preferences, seasonality and market availability.
Wholesale Auctions.  The typical vehicle sold at our wholesale auctions is approximately 10 years old and has more than 100,000 miles.  We provide condition disclosures on each vehicle, including those for vehicles with major mechanical issues, possible frame or flood damage, branded titles, salvage history and unknown true mileage.  Professional, licensed auctioneers conduct our auctions.  Dealers pay a fee to us based on the sales price of the vehicles they purchase.  Our auctions are generally held on a weekly or bi-weekly basis. 
 
Extended Protection Plans.  At the time of sale, we offer customers EPP products.  We receive revenue for selling these plans on behalf of unrelated third parties, who are the primary obligors.  We have no contractual liability to customers for claims under these agreements.  The ESPs we currently offer on all used retail vehicles provide coverage up to 60 months (subject to mileage limitations).  GAP covers the customer for the term of their finance contract.  The EPPs that we sell (other than manufacturer programs on new car sales) have been designed to our specifications and are administered by the third parties through private-label arrangements.  Periodically, we may receive profit-sharing revenues based upon the performance of the policies administered by the third parties. 
Reconditioning and Service.  An integral part of our used car consumer offer is the reconditioning process designed to make sure every car meets our internal standards before it can become a CarMax Quality Certified vehicle.  This process includes an inspection of the engine and all major systems.  Based on this inspection, we determine the reconditioning necessary to bring the vehicle up to our internal quality standards.  Many of our stores depend upon nearby, typically larger, CarMax stores for reconditioning, which increases efficiency and reduces overhead.  We perform most routine mechanical and minor body repairs in-house; however, for some reconditioning services, including but not limited to services related to manufacturer’s warranties, we engage third parties specializing in those services. CarMax does not have manufacturer authorization to complete recall-related repairs, and some vehicles CarMax sells may have unrepaired safety recalls. However, we review any unrepaired safety recall information, as reported by the National Highway Traffic Safety Administration, with our used vehicle customers before purchase.

7



All CarMax used car stores provide vehicle repair service, including repairs of vehicles covered by the ESPs we sell. Additionally, we have partnered with third-party providers of auto service and repair. Through these partnerships, we are able to provide our customers with access to a nationwide network of trusted, quality and fair-priced service and repair locations.
Customer Credit.  We offer financing alternatives for retail customers across a wide range of the credit spectrum through CAF and arrangements with several financial institutions.  Vehicles are financed using retail installment contracts secured by the vehicle.  As of February 28, 2019, our third-party finance providers included Ally Financial, American Credit Acceptance, Capital One Auto Finance, Chase Auto Finance, Exeter Finance Corp., Santander Consumer USA, Wells Fargo Dealer Services and Westlake Financial Services.  We have no recourse liability for credit losses on retail installment contracts arranged and held by third-party providers, and we periodically test additional third-party providers. 
Generally, credit applications submitted by customers to CarMax are initially reviewed by CAF using our proprietary underwriting standards. Based on that review, CAF makes financing offers designed to create a loan portfolio that meets our targeted risk profile in the aggregate.  Applications that CAF declines or approves with conditions are generally evaluated by other third-party finance providers.  Third-party providers generally either pay us or are paid a fixed, pre-negotiated fee per contract.  We refer to the providers who generally pay us a fee or to whom no fee is paid as Tier 2 providers and we refer to providers to whom we pay a fee as Tier 3 providers.  We are willing to pay a fee to Tier 3 providers because we believe their participation provides us with incremental sales by enabling customers to secure financing that they may not otherwise be able to obtain.  All fees either received or paid are pre-negotiated at a fixed amount and do not vary based on the amount financed, the interest rate, the term of the loan or the loan-to-value ratio.  CAF also provides financing for a small percentage of customers who would typically be financed by a Tier 3 provider.
We do not offer financing to dealers purchasing vehicles at our wholesale auctions.  However, we have made arrangements to have third-party financing available to our auction customers.
Suppliers for Used Vehicles 
We acquire a significant percentage of our retail used vehicle inventory directly from consumers through our appraisal process, as well as through local, regional and online auctions. While in any individual period conditions may vary, over the past 10 fiscal years, 38% to 52% of our retail inventory has been acquired through our appraisal process annually. We also acquire used vehicle inventory from wholesalers, franchised and independent dealers and fleet owners, such as leasing companies and rental companies.  The used vehicle inventory we acquire directly from consumers through our appraisal process helps provide an inventory of makes and models that reflects consumer preferences in each market. 
The supply of late-model used vehicles is influenced by a variety of factors, including the total number of vehicles in operation; the volume of new vehicle sales, which in turn generate used car trade-ins; and the number of used vehicles sold or remarketed through retail channels, wholesale transactions and at automotive auctions.  According to industry sources, there were approximately 275 million light vehicles in operation in the U.S. as of December 31, 2018.  During calendar year 2018, it is estimated that approximately 17 million new cars and 42 million used cars were sold at retail, many of which were accompanied by trade-ins, and more than 20 million wholesale vehicles were sold at auctions and through other channels.
Based on the large number of vehicles remarketed each year, consumer acceptance of our appraisal process, our experience and success in acquiring vehicles from auctions and other sources, and the large size of the U.S. auction market relative to our needs, we believe that sources of used vehicles will continue to be sufficient to meet our current and future needs.
Seasonality
Historically, our business has been seasonal.  Our stores typically experience their strongest traffic and sales in the spring and summer quarters.  Sales are typically slowest in the fall quarter.  We typically experience an increase in traffic and sales in February and March, coinciding with federal income tax refunds.
Systems
Our business is supported by proprietary digital and mobile technologies that provide enhanced customer experience while enabling highly integrated automation of all operating functions, including credit processing and supply chain management.  Buyers and sales consultants are equipped with mobile and centralized tools that allow them to access real-time information to better serve our customers. Our proprietary store technology provides our management with real-time information about many aspects of store operations, such as inventory management, pricing, vehicle transfers, wholesale auctions and sales consultant productivity.
Our proprietary centralized inventory management and pricing system tracks each vehicle throughout the sales process and allows us to buy the mix of makes, models, age, mileage and price points tailored to customer buying preferences at each CarMax location.  Leveraging our more than twenty-five years of experience buying and selling millions of used vehicles, our system

8



generates recommended initial retail price points, as well as retail price markdowns for specific vehicles based on algorithms that take into account factors that include sales history, consumer interest and seasonal patterns.  We believe this systematic approach to vehicle pricing allows us to optimize inventory turns, which reduces the depreciation risk inherent in used cars and helps us to achieve our targeted gross profit dollars per unit.  Because of the pricing discipline afforded by our inventory management and pricing system, generally more than 99% of our entire used car inventory offered at retail is sold at retail.
Marketing and Advertising
Our marketing strategies are focused on developing awareness of the advantages of shopping at our stores and on carmax.com and on attracting customers who are already considering buying or selling a vehicle.  These strategies are implemented through a broad range of media types.  Our website and related mobile apps are marketing tools for communicating the CarMax consumer offer in detail, sophisticated search engines for finding the right vehicle and sales channels for customers who prefer to conduct part of the shopping and sales process online.  Our website and mobile apps also include a variety of other customer service features, including the ability to initiate vehicle transfers, schedule appointments and apply for financing pre-approval.  Information on the thousands of cars available in our nationwide inventory is updated several times per day.  Our survey data indicates that during fiscal 2019, approximately 90% of customers who purchased a vehicle from us had first visited us online.
Associates
On February 28, 2019, we had a total of 25,946 full- and part-time associates, including 19,705 hourly and salaried associates and 6,241 sales associates, who predominantly worked on a commission basis.  We employ additional associates during peak selling seasons.  We believe we have created a unique corporate culture and maintain good employee relations.  No associate is subject to a collective bargaining agreement.  We focus on developing our associates and providing them with the information and resources they need to offer exceptional customer service and have been recognized for the success of our efforts by a number of external organizations.
Intellectual Property
Our brand image is a critical element of our business strategy.  Our principal trademarks, including CarMax and the related family of marks, have been registered with the U.S. Patent and Trademark Office.
 
Laws and Regulations
Vehicle Dealer and Other Laws and Regulations.  We operate in a highly regulated industry.  In every state in which we operate, we must obtain licenses and permits to conduct business, including dealer, service, sales and finance licenses issued by state and local regulatory authorities.  A wide range of federal, state and local laws and regulations govern the manner in which we conduct business, including advertising, sales, financing and employment practices.  These laws include consumer protection laws and privacy laws, as well as other laws and regulations applicable to new and used motor vehicle dealers.  These laws also include federal and state wage-hour, anti-discrimination and other employment practices laws.  Our financing activities with customers are subject to federal truth-in-lending, consumer leasing, equal credit opportunity and fair credit reporting laws and regulations, as well as state and local motor vehicle finance, collection, repossession and installment finance laws. Our activities are subject to enforcement by the Federal Trade Commission and other federal and state regulators, and our financing activities are also subject to enforcement by the Consumer Financial Protection Bureau (“CFPB”).
The CFPB has supervisory authority over large nonbank auto finance companies, including CarMax’s CAF segment.  The CFPB can use this authority to conduct supervisory examinations to ensure compliance with various federal consumer protection laws. 
Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.
Environmental Laws and Regulations.  We are subject to a variety of federal, state and local laws and regulations that pertain to the environment.  Our business involves the use, handling and disposal of hazardous materials and wastes, including motor oil, gasoline, solvents, lubricants, paints and other substances.  We are subject to compliance with regulations concerning, among other things, the operation of underground and above-ground gasoline storage tanks, gasoline dispensing equipment, above-ground oil tanks and automotive paint booths.
AVAILABILITY OF REPORTS AND OTHER INFORMATION

The following items are available free of charge on our website through the “Corporate Governance” link on our investor information home page at investors.carmax.com, shortly after we file them with, or furnish them to, the Securities and Exchange Commission (the “SEC”): annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and any amendments to those reports.  The following documents are also available free of charge on our website:

9



Corporate Governance Guidelines, Code of Business Conduct, and the charters of the Audit, Nominating and Governance, and Compensation and Personnel Committees.  We publish any changes to these documents on our website.  We also promptly disclose reportable waivers of the Code of Business Conduct on our website.  The contents of our website are not, however, part of this report.

Printed copies of these documents are also available to any shareholder, without charge, upon written request to our corporate secretary at the address set forth on the cover page of this report.

Item 1A.  Risk Factors.
We are subject to a variety of risks, the most significant of which are described below.  Our business, sales, results of operations and financial condition could be materially adversely affected by any of these risks.
We operate in a highly competitive industry.  Failure to develop and execute strategies to remain the nation’s preferred retailer of used vehicles and to adapt to the increasing use of the internet to market, buy, sell and finance used vehicles could adversely affect our business, sales and results of operations.
 
Automotive retailing is a highly competitive and highly fragmented business.  Our competition includes publicly and privately owned new and used car dealers and online and mobile sales platforms, as well as millions of private individuals.   Competitors buy and sell the same or similar makes of vehicles that we offer in the same or similar markets at competitive prices.  New car dealers, including publicly traded auto retailers, have increased their sales of used vehicles in recent years.  These new car dealers also leverage their franchise relationships with automotive manufacturers to brand certain used cars as “certified pre-owned,” which could provide those competitors with an advantage over CarMax.   
Retail Competition.  Some of our competitors have announced and begun to execute plans for rapid expansion, including into markets with CarMax locations.  Some of our competitors have also replicated or attempted to replicate portions of the consumer offer that we pioneered when we opened our first used car store in 1993, including our use of competitive, no-haggle prices and our commitment to buy a customer’s vehicle even if they do not purchase one from us. If we fail to respond effectively to our retail competitors, it could have a material adverse effect on our business, sales and results of operations. 
Online Sales and Facilitation.  The increasing use of the internet to market, buy and sell used vehicles and to provide vehicle financing could have a material adverse effect on our sales and results of operations.  Competitors using online focused business models, both for direct sales and consumer-to-consumer facilitation, could materially impact our business model. The online availability of used vehicle information, including pricing information, could make it more difficult for us to differentiate our customer offering from competitors’ offerings, could result in lower-than-expected retail margins, and could have a material adverse effect on our business, sales and results of operations. In addition, our competitive standing is affected by companies, including search engines and online classified sites, that are not direct competitors but that may direct online traffic to the websites of competing automotive retailers.  The increasing activities of these companies could make it more difficult for carmax.com to attract traffic.  These companies could also make it more difficult for CarMax to otherwise market its vehicles online.
The increasing use of the internet to facilitate consumers’ sales or trade-ins of their current vehicles could have a material adverse effect on our ability to source vehicles through our appraisal process, which in turn could have a material adverse effect on our vehicle acquisition costs and results of operations.  For example, online appraisal tools are available to consumers that generate offers and facilitate purchases by dealers other than CarMax. 
In addition to the direct competition and increasing use of the internet described above, there are companies that sell software and data solutions to new and used car dealers to enable those dealers to, among other things, more efficiently source and price inventory.  Although these companies do not compete with CarMax, the increasing use of such products by dealers who compete with CarMax could reduce the relative competitive advantage of CarMax’s internally developed proprietary systems.
If we fail to respond effectively to competitive pressures or to changes in the used vehicle marketplace, it could have a material adverse effect on our business, sales and results of operations.
CAF Competition.  Our CAF segment is subject to competition from various financial institutions, including banks and credit unions, which provide vehicle financing to consumers.  If we were unable to continue providing competitive finance offers to our customers through CAF, it could result in a greater percentage of sales financed through our third-party finance providers, which are generally less profitable to CarMax, or through other outside financing sources.  Moreover, if CAF competitors are able to attract potential customers before they visit CarMax, whether through competitive finance offers or ease of customer experience, they may be directed to retail options other than CarMax.  Accordingly, if CAF was unable to continue making competitive finance

10



offers to our customers, or our finance competitors are able to successfully attract and redirect a disproportionate number of our potential customers, it could have a material adverse effect on our business, sales and results of operations.
Evolving Marketplace.  The marketplace for used vehicles may be impacted by the significant, and likely accelerating, changes to the broader automotive industry. Technological changes, including the development of autonomous vehicles, new products and services, new business models and new methods of travel could reduce automotive retail demand or disrupt our current business model. If we fail to respond effectively to the evolving marketplace, it could have a material adverse effect on our business, sales and results of operations.
CarMax was founded on the fundamental principle of integrity.  Failure to maintain a reputation of integrity and to otherwise maintain and enhance our brand could adversely affect our business, sales and results of operations.
Our reputation as a company that is founded on the fundamental principle of integrity is critical to our success. Our reputation as a retailer offering competitive, no-haggle prices, a broad selection of CarMax Quality Certified used vehicles and superior customer service is also critical to our success.  If we fail to maintain the high standards on which our reputation is built, or if an event occurs that damages this reputation, it could adversely affect consumer demand and have a material adverse effect on our business, sales and results of operations.  Such an event could include an isolated incident at a single store, particularly if such incident results in adverse publicity, governmental investigations, or litigation and could involve, among other things, our sales process, our provision of financing, our reconditioning process, or our treatment of customers.  Even the perception of a decrease in the quality of our brand could impact results. 
The use of social media increases the speed with which information and opinions can be shared and thus the speed with which reputation can be affected.  We monitor social media and attempt to address customer concerns, provide accurate information and protect our reputation, but there can be no guarantee that our efforts will succeed.  If we fail to correct or mitigate misinformation or negative information, including information spread through social media or traditional media channels, about the vehicles we offer, our customer experience, or any aspect of our brand, it could have a material adverse effect on our business, sales and results of operations.
The automotive retail industry in general and our business in particular are sensitive to economic conditions.  These conditions could adversely affect our business, sales, results of operations and financial condition.
We are subject to national and regional U.S. economic conditions.  These conditions include, but are not limited to, recession, inflation, interest rates, unemployment levels, the state of the housing market, gasoline prices, consumer credit availability, consumer credit delinquency and loss rates, personal discretionary spending levels, and consumer sentiment about the economy in general. These conditions and the economy in general could be affected by significant national or international events such as acts of terrorism.  When these economic conditions worsen or stagnate, it can have a material adverse effect on consumer demand for vehicles generally, demand from particular consumer categories or demand for particular vehicle types. It can also negatively impact availability of credit to finance vehicle purchases for all or certain categories of consumers.  This could result in lower sales, decreased margins on units sold, and decreased profits for our CAF segment. Worsening or stagnating economic conditions can also have a material adverse effect on the supply of late-model used vehicles, as automotive manufacturers produce fewer new vehicles and consumers retain their current vehicles for longer periods of time. This could result in increased costs to acquire used vehicle inventory and decreased margins on units sold.
 
Any significant change or deterioration in economic conditions could have a material adverse effect on our business, sales, results of operations and financial condition.
Our failure to realize the benefits associated with our omni-channel initiatives could have a material adverse effect on our business, sales and results of operations.
We have announced the rollout of a new omni-channel experience with plans to make it available to the majority of our customers by February 2020. If we fail to complete this rollout, or if we are inefficient in managing this rollout, it could have a material adverse effect on our business, sales and results of operations. We must anticipate and meet our customers’ expectations in an evolving retail industry. Our business, sales and results of operations may be negatively affected if we fail to provide a high quality and consistent customer experience, regardless of sales channel, if our technology systems do not meet customer expectations, or if we are unable to attract, retain and manage the personnel at various levels who have the necessary skills and experience we need to implement our omni-channel initiatives.
 

11



Our business is dependent upon capital to fund growth and to support the activities of our CAF segment.  Changes in capital and credit markets could adversely affect our business, sales, results of operations and financial condition.
Changes in the availability or cost of capital and working capital financing, including the long-term financing to support the expansion of our store base and sales growth in existing stores, could adversely affect sales, operating strategies and store growth.  Although, in recent years, internally generated cash flows have been sufficient to fund our growth, there can be no assurance that we will continue to generate cash flows sufficient to fund our growth.  Failure to do so—or our decision to put our cash to other uses—would make us more dependent on external sources of financing to fund our growth.
Changes in the availability or cost of the long-term financing to support the origination of auto loan receivables through CAF could adversely affect sales and results of operations.  We use a securitization program to fund the majority of the auto loan receivables originated by CAF.  Changes in the condition of the asset-backed securitization market could lead us to incur higher costs to access funds in this market or require us to seek alternative means to finance CAF’s loan originations.  In the event that this market ceased to exist and there were no immediate alternative funding sources available, we might be forced to curtail our lending practices for some period of time.  The impact of reducing or curtailing CAF’s loan originations could have a material adverse effect on our business, sales and results of operations.
Our revolving credit facility, term loan, senior unsecured notes and certain securitization and sale-leaseback agreements contain covenants and performance triggers.  Any failure to comply with these covenants or performance triggers could have a material adverse effect on our business, results of operations and financial condition.
Disruptions in the capital and credit markets could adversely affect our ability to draw on our revolving credit facility.  If our ability to secure funds from the facility were significantly impaired, our access to working capital would be impacted, our ability to maintain appropriate inventory levels could be affected and these conditions—especially if coupled with a failure to generate significant cash flows—could have a material adverse effect on our business, sales, results of operations and financial condition.
Our success depends upon the continued contributions of our more than 25,000 associates.
 
Our associates are the driving force behind our success.  We believe that one of the things that sets CarMax apart is a culture centered on valuing all associates.  In addition, our strategic initiatives require management, employees and contractors to adapt and learn new skills and capabilities. Our failure to maintain this culture or to continue recruiting, developing and retaining the associates that drive our success could have a material adverse effect on our business, sales and results of operations.  Our ability to recruit associates while controlling related costs is subject to numerous external and internal factors, including unemployment levels, prevailing wage rates, our growth plans, changes in employment legislation, and competition for qualified employees in the industry and regions in which we operate and for service technicians in particular.  Our ability to recruit associates while controlling related costs is also subject to our ability to maintain positive associate relations.  If we are unable to do so, or if, despite our efforts, we become subject to successful unionization efforts, it could increase costs, limit our ability to respond to competitive threats and have a material adverse effect on our business, sales and results of operations.
 
Our success also depends upon the continued contributions of our store, region and corporate management teams.  Consequently, the loss of the services of any of these associates could have a material adverse effect on our business, sales and results of operations.  In addition, an inability to build our management bench strength to support store growth could have a material adverse effect on our business, sales and results of operations.
We collect sensitive confidential information from our customers.  A breach of this confidentiality, whether due to a cyber-security or other incident, could result in harm to our customers and damage to our brand.
We collect, process and retain sensitive and confidential customer information in the normal course of business and may share that information with our third-party service providers.  This information includes the information customers provide when purchasing a vehicle and applying for vehicle financing.  We also collect, process and retain sensitive and confidential associate information in the normal course of business and may share that information with our third-party service providers.  Although we have taken measures designed to safeguard such information and have received assurances from our third-party providers, our facilities and systems, and those of third-party providers, could be vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events.  Numerous national retailers have disclosed security breaches involving sophisticated cyber-attacks that were not recognized or detected until after such retailers had been affected, notwithstanding the preventive measures such retailers had in place.  Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer or associate information, whether experienced by us or by our third-party service providers, and whether due to an external cyber-security incident, a programming error, or other cause, could damage our reputation, expose us to mitigation costs and the risks of private litigation and government enforcement,

12



disrupt our business and otherwise have a material adverse effect on our business, sales and results of operations.  In addition, our failure to respond quickly and appropriately to such a security breach could exacerbate the consequences of the breach.
Our business is sensitive to changes in the prices of new and used vehicles.
Any significant changes in retail prices for new and used vehicles could have a material adverse effect on our sales and results of operations.  For example, if retail prices for used vehicles rise relative to retail prices for new vehicles, it could make buying a new vehicle more attractive to our customers than buying a used vehicle, which could have a material adverse effect on sales and results of operations and could result in decreased used margins.  Manufacturer incentives could contribute to narrowing this price gap.  In addition, any significant changes in wholesale prices for used vehicles could have a material adverse effect on our results of operations by reducing wholesale margins.
We may experience greater credit losses in CAF’s portfolio of auto loan receivables than anticipated.
We are exposed to the risk that our customers who finance their purchases through CAF will be unable or unwilling to repay their loans according to their terms and that the vehicle collateral securing the payment of their loans may not be sufficient to ensure full repayment. Credit losses are inherent in CAF’s business and could have a material adverse effect on our results of operations.
We make various assumptions and judgments about CAF’s portfolio of auto loan receivables and provide an allowance for loan losses based on a number of factors. Although management will establish an allowance for loan losses it believes is appropriate, this allowance may not be adequate. For example, if economic conditions were to deteriorate unexpectedly, additional loan losses not incorporated in the existing allowance for loan losses may occur. Losses in excess of the existing allowance for loan losses could have a material adverse effect on our business, results of operations and financial condition.
Our business is dependent upon access to vehicle inventory.  Obstacles to acquiring inventory—whether because of supply, competition, or other factors—or a failure to expeditiously liquidate that inventory could have a material adverse effect on our business, sales and results of operations.
A reduction in the availability of, or access to, sources of inventory could have a material adverse effect on our business, sales and results of operations.  Although the supply of late-model used vehicles has been increasing, there can be no assurance that this trend will continue or that it will benefit CarMax.
We source a significant percentage of our vehicles though our appraisal process and these vehicles are generally more profitable for CarMax.  Accordingly, if we fail to adjust appraisal offers to stay in line with broader market trade-in offer trends, or fail to recognize those trends, it could adversely affect our ability to acquire inventory.  It could also force us to purchase a greater percentage of our inventory from third-party auctions, which is generally less profitable for CarMax.  Our ability to source vehicles through our appraisal process could also be affected by competition, both from new and used car dealers directly and through third parties driving appraisal traffic to those dealers.  See the risk factor above titled “We operate in a highly competitive industry” for discussion of this risk.  Our ability to source vehicles from third-party auctions could be affected by an increase in the number of closed auctions that are open only to new car dealers who have franchise relationships with automotive manufacturers.
Used vehicle inventory is subject to depreciation risk.  Accordingly, if we develop excess inventory, the inability to liquidate such inventory at prices that allow us to meet margin targets or to recover our costs could have a material adverse effect on our results of operations.     
We rely on third-party finance providers to finance a significant portion of our customers’ vehicle purchases.  Accordingly, our sales and results of operations are partially dependent on the actions of these third parties.

We provide financing to qualified customers through CAF and a number of third-party finance providers.  If one or more of these third-party providers cease to provide financing to our customers, provide financing to fewer customers or no longer provide financing on competitive terms, it could have a material adverse effect on our business, sales and results of operations.  Additionally, if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could also have a material adverse effect on our business, sales and results of operations.

We rely on third-party providers to supply EPP products to our customers. Accordingly, our sales and results of operations are partially dependent on the actions of these third-parties.

We receive revenue for selling EPP products on behalf of unrelated third-parties, who are the primary obligors. The third parties that provide ESPs are Assurant, Inc., CNA National Warranty Corporation and Fidelity Warranty Services, Inc. The third party

13



that provides GAP products is Safe-Guard Products International LLC. If one or more of these third-party providers cease to provide EPP products, make changes to their products or no longer provide their products on competitive terms, it could have a material adverse effect on our business, sales and results of operations. Additionally, if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could also have a material adverse effect on our business, sales and results of operations.

We operate in a highly regulated industry and are subject to a wide range of federal, state and local laws and regulations.  Changes in these laws and regulations, or our failure to comply, could have a material adverse effect on our business, sales, results of operations and financial condition.
 
We are subject to a wide range of federal, state and local laws and regulations.  Our sale of used vehicles is subject to state and local licensing requirements, federal and state laws regulating vehicle advertising, and state laws regulating vehicle sales and service.  Our provision of vehicle financing is subject to federal and state laws regulating the provision of consumer finance.  Our facilities and business operations are subject to laws and regulations relating to environmental protection and health and safety.  In addition to these laws and regulations that apply specifically to our business, we are also subject to laws and regulations affecting public companies and large employers generally, including privacy laws and federal employment practices, securities and tax laws.  For additional discussion of these laws and regulations, see the section of this Form 10-K titled “Business Laws and Regulations.
The violation of any of these laws or regulations could result in administrative, civil or criminal penalties or in a cease-and-desist order against our business operations, any of which could damage our reputation and have a material adverse effect on our business, sales and results of operations.  We have incurred and will continue to incur capital and operating expenses and other costs to comply with these laws and regulations. 
Changes in federal labor policy could lead to increased unionization efforts, which could increase labor costs, disrupt store operations, and have a material adverse effect on our business, sales and results of operations.
Private plaintiffs and federal, state and local regulatory and law enforcement authorities continue to scrutinize advertising, sales, financing and insurance activities in the sale and leasing of motor vehicles.  If, as a result, other automotive retailers adopt more transparent, consumer-oriented business practices, our differentiation versus those retailers could be reduced.  See the risk factor titled “We operate in a highly competitive industry” for discussion of this risk.
Our failure to manage our growth and the related challenges could have a material adverse effect on our business, sales and results of operations.
Our growth is dependent both on opening stores in new and existing markets and continued sales growth in our existing stores. The expansion of our store base places significant demands on our management team, our associates and our information systems.  If we fail to effectively or efficiently manage our new store growth, it could have a material adverse effect on our business, sales and results of operations.  Sales growth in our existing stores requires that we continue to effectively execute our business strategies and implement new and ongoing initiatives to elevate the experience of our customers. See the risk factor above titled “Our failure to realize the benefits associated with our omni-channel initiatives could have a material adverse effect on our business, sales and results of operations” for more discussion of this risk. The expansion of our store base and implementation of new initiatives also requires us to recruit and retain the associates necessary to support that expansion.  See the risk factor above titled “Our success depends upon the continued contributions of our more than 25,000 associates” for discussion of this risk.  The expansion of our store base also requires real estate.  Our inability to acquire or lease suitable real estate at favorable terms could limit our expansion and could have a material adverse effect on our business and results of operations.

If we are forced to curtail or stop new store growth or the implementation of our customer experience initiatives, it could have a material adverse effect on our business, sales and results of operations.
We rely on sophisticated information systems to run our business.  The failure of these systems, or the inability to enhance our capabilities, could have a material adverse effect on our business, sales and results of operations.
Our business is dependent upon the integrity and efficient operation of our information systems.  In particular, we rely on our information systems to manage sales, inventory, our customer-facing websites and applications (carmax.com, CarMax mobile apps, and carmaxauctions.com), consumer financing and customer information.  The failure of these systems to perform as designed, the failure to maintain or update these systems as necessary, or the inability to enhance our information technology capabilities, could disrupt our business operations and have a material adverse effect on our sales and results of operations. 

14



In addition, despite our ongoing efforts to maintain and enhance the integrity and security of these systems, we could be subjected to attacks by hackers, including denial-of-service attacks directed at our websites or other system breaches or malfunctions due to associate error or misconduct or other disruptions.  Such incidents could disrupt our business and have a material adverse effect on sales and results of operations.  See the risk factor above titled “We collect sensitive confidential information from our customers” for the risks associated with a breach of confidential customer or associate information.
We are subject to various legal proceedings.  If the outcomes of these proceedings are adverse to CarMax, it could have a material adverse effect on our business, results of operations and financial condition.
We are subject to various litigation matters from time to time, which could have a material adverse effect on our business, results of operations and financial condition.  Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, or by governmental entities in civil or criminal investigations and proceedings.  These claims could be asserted under a variety of laws including, but not limited to, consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws.  These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties including, but not limited to, suspension or revocation of licenses to conduct business.
Our business is sensitive to conditions affecting automotive manufacturers, including manufacturer recalls.
Adverse conditions affecting one or more automotive manufacturers could have a material adverse effect on our sales and results of operations and could impact the supply of vehicles, including the supply of late-model used vehicles.  In addition, manufacturer recalls are a common occurrence that have accelerated in frequency and scope in recent years. Because we do not have manufacturer authorization to complete recall-related repairs, some vehicles we sell may have unrepaired safety recalls. Such recalls, and our lack of authorization to make recall-related repairs, could adversely affect used vehicle sales or valuations, could cause us to temporarily remove vehicles from inventory, could force us to incur increased costs and could expose us to litigation and adverse publicity related to the sale of recalled vehicles, which could have a material adverse effect on our business, sales and results of operations.
Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.
The preparation of our financial statements requires us to make estimates and assumptions affecting the reported amounts of CarMax’s assets, liabilities, revenues, expenses and earnings. If these estimates or assumptions are incorrect, it could have a material adverse effect on our results of operations or financial condition. We have identified several accounting policies as being “critical” to the fair presentation of our financial condition and results of operations because they involve major aspects of our business and require us to make judgments about matters that are inherently uncertain.  These policies are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the notes to consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data.
The implementation of new accounting requirements or other changes to U.S. generally accepted accounting principles could have a material adverse effect on our reported results of operations and financial condition.
The market price of our common stock may be volatile and could expose us to securities class action litigation.
The price of our common stock may be subject to wide fluctuations based upon our operating results, general economic and market conditions, general trends and prospects for our industry, announcements by our competitors and other factors. In addition, the market price of our common stock may also be affected by whether we meet analysts’ expectations. Failure to meet such expectations could have a material adverse effect on the price of our common stock. Following periods of volatility in the market price of a company’s securities, securities class action litigation may be initiated. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our attention and resources, which could have a material adverse effect on our business.
We rely on third-party vendors for key components of our business.
Many components of our business, including data management, key operational processes, and critical customer systems are provided by third parties. We carefully select our third-party vendors, but we do not control their actions. If our vendors fail to perform as we expect, our operations and reputation could suffer if the failure harms the vendors’ ability to serve us and our customers. The use of third-party vendors represents an unavoidable inherent risk to our company that could have a material adverse effect on our business, sales and results of operations.

15



Our business is subject to seasonal fluctuations.
We generally realize a higher proportion of revenue and operating profit during the first and second fiscal quarters.  If conditions arise that impair vehicle sales during the first or second fiscal quarters, these conditions could have a disproportionately large adverse effect on our annual results of operations.
Our business is sensitive to weather events.
The occurrence of severe weather events, such as rain, hail, snow, wind, storms, hurricanes, extended periods of unusually cold weather or natural disasters, could cause store closures or affect the timing of consumer demand, either of which could adversely affect consumer traffic and could have a material adverse effect on our sales and results of operations in a given period.
We are subject to local conditions in the geographic areas in which we are concentrated.
Our performance is subject to local economic, competitive and other conditions prevailing in geographic areas where we operate.  Since a large portion of our sales is generated in the Southeastern U.S., California, Texas and Washington, D.C./Baltimore, our results of operations depend substantially on general economic conditions and consumer spending habits in these markets.  In the event that any of these geographic areas experience a downturn in economic conditions, it could have a material adverse effect on our business, sales and results of operations.

Item 1B.  Unresolved Staff Comments.
None.

16



Item 2.  Properties.
We conduct our retail vehicle operations primarily in two formats – production and non-production stores.  Production stores are those locations at which vehicle reconditioning is performed.  Production stores have more service bays and require additional space for reconditioning activities and, therefore, are generally larger than non-production stores.  In determining whether to construct a production or a non-production store on a given site, we take several factors into account, including the anticipated long-term regional reconditioning needs and the available acreage of the sites in that market.  As a result, some stores that are constructed to accommodate reconditioning activities may initially be operated as non-production stores until we expand our presence in that market.  We also have production and non-production stores that operate in Metropolitan Statistical Areas (“MSAs”) of less than 600,000 people, which we define as small markets. Some of these stores also have a smaller footprint compared with our stores in larger markets.
USED CAR STORES BY FORMAT AS OF FEBRUARY 28, 2019

 
Production Stores
Non-production Stores
Store count
98
105
Store location size
generally 10 - 25 acres
generally 4 - 12 acres
Stores located in small MSAs
11
35

As of February 28, 2019, we operated 76 wholesale auctions, most of which were located at production stores.  Stores at which auctions are conducted generally have additional space to store wholesale inventory.  

USED CAR STORES BY STATE AS OF FEBRUARY 28, 2019
State
Count
 
State
Count
Alabama
5

 
Missouri
3

Arizona
3

 
Nebraska
1

California
25

 
Nevada
4

Colorado
6

 
New Hampshire
1

Connecticut
3

 
New Jersey
2

Delaware
1

 
New Mexico
2

Florida
19

 
New York
3

Georgia
10

 
North Carolina
11

Idaho
1

 
Ohio
5

Illinois
9

 
Oklahoma
3

Indiana
2

 
Oregon
2

Iowa
1

 
Pennsylvania
4

Kansas
2

 
Rhode Island
1

Kentucky
2

 
South Carolina
4

Louisiana
4

 
Tennessee
8

Maine
1

 
Texas
19

Maryland
7

 
Utah
1

Massachusetts
4

 
Virginia
10

Michigan
1

 
Washington
5

Minnesota
2

 
Wisconsin
4

Mississippi
2

 
Total
203





17



Of the 203 used car stores open as of February 28, 2019, 126 were located on owned sites and 77 were located on leased sites. The leases are classified as follows:
Land-only leases
21

Land and building leases
56

Total leased sites
77

As of February 28, 2019, we leased our CAF office buildings in Atlanta, Georgia and other ancillary properties to support our corporate and store operations.  We own our home office building in Richmond, Virginia, and land associated with planned future store openings. 
Expansion
Since opening our first used car store in 1993, we have grown organically, through the construction and opening of company-operated stores.  We do not franchise our operations.  As of February 28, 2019, we operated in 100 U.S. television markets, which covered approximately 76% of the U.S. population.  We believe that both further expansion of our store base and increases in market share in existing markets will provide a foundation for future sales and earnings growth.  We currently plan to open 13 stores in fiscal 2020 and a similar number of stores in fiscal 2021.  

For additional details on our future expansion plans, see “PLANNED FUTURE ACTIVITIES,” included in Part II, Item 7 of this Form 10-K.

Item 3.  Legal Proceedings.
Information in response to this Item is included in Note 17 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
Item 4.  Mine Safety Disclosures.
None.
EXECUTIVE OFFICERS OF THE COMPANY
 
The following table identifies our current executive officers.  We are not aware of any family relationships among any of our executive officers or between any of our executive officers and any directors.  All executive officers are elected annually and serve for one year or until their successors are elected and qualify.  The next election of officers will occur in June 2019.
Name
 
Age
 
Office
William D. Nash………………………..….……...........
 
49
 
President, Chief Executive Officer and Director
Thomas W. Reedy……………………….…..….............
 
55
 
Executive Vice President and Chief Financial Officer
Edwin J. Hill……………………....……………............
 
59
 
Executive Vice President and Chief Operating Officer
James Lyski………………….……..……………..........
 
56
 
Executive Vice President and Chief Marketing Officer
Eric M. Margolin………………….……..………..........
 
66
 
Executive Vice President, General Counsel and Corporate Secretary
Diane L. Cafritz……………………....…………….......
 
48
 
Senior Vice President and Chief Human Resources Officer
Jon G. Daniels………………….……..…………...........
 
47
 
Senior Vice President, CarMax Auto Finance
Shamim Mohammad………………….……..…...….....
 
50
 
Senior Vice President and Chief Information and Technology Officer
Darren C. Newberry.........................................................
 
49
 
Senior Vice President, Store Operations
C. Joseph Wilson.............................................................
 
46
 
Senior Vice President, Store Strategy and Logistics
 
Mr. Nash joined CarMax in 1997 as auction manager.  In 2007, he was promoted to vice president and later, senior vice president of merchandising, a position he held until 2011, when he was named senior vice president, human resources and administrative services.  In 2012, he was promoted to executive vice president, human resources and administrative services.  In February 2016, he was promoted to president, and in September 2016, he was promoted to chief executive officer and named to the board of directors. Prior to joining CarMax, Mr. Nash worked at Circuit City.

18



Mr. Reedy joined CarMax in 2003 as its vice president and treasurer and, in January 2010, was promoted to senior vice president, finance.  In October 2010, Mr. Reedy was promoted to senior vice president and chief financial officer.  In 2012, he was promoted to executive vice president and chief financial officer.  Prior to joining CarMax, Mr. Reedy was vice president, corporate development and treasurer of Gateway, Inc., a technology retail company.
Mr. Hill joined CarMax in 1995 as director of service operations and, in 2000, was promoted to assistant vice president, service operations. In 2001, Mr. Hill was promoted to vice president, service operations, a position he held until 2010, when he was promoted to senior vice president of service operations. In 2013, Mr. Hill was promoted to senior vice president, strategy and transformation and in 2016, he was promoted to executive vice president, strategy and business transformation. Mr. Hill was promoted to executive vice president and chief operating officer in August 2018.
Mr. Lyski joined CarMax in August 2014 as senior vice president and chief marketing officer.  In 2017, he was promoted to executive vice president and chief marketing officer. Prior to joining CarMax, he served as chief marketing officer of The Scotts Miracle-Gro Company from 2011 to 2014 and as chief marketing officer at Nationwide Mutual Insurance Company from 2006 to 2010. In addition, Mr. Lyski has held marketing leadership positions at Cigna Healthcare Inc. and FedEx Corporation.
Mr. Margolin joined CarMax in 2007 as senior vice president, general counsel and corporate secretary.  In 2016, Mr. Margolin was promoted to executive vice president, general counsel and corporate secretary. Prior to joining CarMax, he was senior vice president, general counsel and corporate secretary with Advance Auto Parts, Inc. and, before that, vice president, general counsel and corporate secretary with Tire Kingdom, Inc.
Ms. Cafritz joined CarMax in 2003 as assistant general counsel. She was promoted to associate general counsel, director in 2005, deputy general counsel, assistant vice president in 2010, and vice president in 2014.  During her tenure in the CarMax legal department, Ms. Cafritz managed commercial and consumer litigation, was responsible for operational regulatory guidance and led CarMax’s government affairs program. In 2017, Ms. Cafritz was named senior vice president and chief human resources officer. Prior to joining CarMax, Ms. Cafritz was a partner at McDermott, Will & Emery.
Mr. Daniels joined CarMax in 2008 as vice president, risk and analytics.  In 2014, he was promoted to senior vice president, CarMax Auto Finance.  Prior to joining CarMax, Mr. Daniels served as group director, credit risk management of HSBC and vice president of Metris.
Mr. Mohammad joined CarMax in 2012 as vice president of application development and IT planning. In 2014, he was promoted to senior vice president and chief information officer. In 2018, he was named senior vice president and chief information and technology officer. Prior to joining CarMax, Mr. Mohammad was vice president of information technology at BJ’s Wholesale Club from 2006 to 2012 and held various positions at Blockbuster and TravelCLICK.
Mr. Newberry joined CarMax in March 2004 as location general manager-in-training in the Los Angeles region and was promoted to location general manager of the Duarte, California store in 2006. He was subsequently promoted to positions of increasing responsibility, including regional vice president general manager in 2013 and vice president, regional sales in 2016. In 2017, he was promoted to senior vice president, store operations. Prior to joining CarMax, Mr. Newberry served as store manager and area manager for Bed, Bath and Beyond from 1994 to 2004.

Mr. Wilson joined CarMax in 1995 as a buyer-in-training at the Raleigh, North Carolina store, where he was subsequently promoted to buyer and then senior buyer. Mr. Wilson later served as purchasing manager at two CarMax stores in southern Florida before being promoted to regional vice president of merchandising. He was promoted to assistant vice president, auction services and merchandising development in 2008, vice president, auction services and merchandising development in 2013, and then vice president, merchandising operations in 2016. In 2017, Mr. Wilson was promoted to senior vice president, store strategy and logistics.



19



PART II
Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed and traded on the New York Stock Exchange under the ticker symbol KMX.  We are authorized to issue up to 350,000,000 shares of common stock and up to 20,000,000 shares of preferred stock.  As of February 28, 2019, there were 167,478,924 shares of CarMax common stock outstanding and we had approximately 3,100 shareholders of record.  As of that date, there were no preferred shares outstanding.
We have not paid any dividends on our common stock and do not plan to pay dividends on our common stock for the foreseeable future. We anticipate that for the foreseeable future any cash flow generated from our operations will be used to fund our existing operations, capital expenditures and share repurchase program.

During the fourth quarter of fiscal 2019, we sold no CarMax equity securities that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
The following table provides information relating to the company’s repurchase of common stock during the fourth quarter of fiscal 2019.  The table does not include transactions related to employee equity awards or the exercise of employee stock options.
 
 
 
 
 
 
 
 
Approximate
 
 
 
 
 
 
 
 
Dollar Value
 
 
 
 
 
 
Total Number
 
of Shares that
 
 
Total Number
 
Average
 
of Shares Purchased
 
May Yet Be
 
 
of Shares
 
Price Paid
 
as Part of Publicly
 
Purchased Under
Period
 
Purchased
 
per Share
 
Announced Programs
 
the Programs (1) 
December 1-31, 2018
 
1,705,900

 
$
61.65

 
1,705,900

 
$
2,278,832,923

January 1-31, 2019
 
1,449,892

 
$
62.35

 
1,449,892

 
$
2,188,426,451

February 1-28, 2019
 
1,221,855

 
$
60.99

 
1,221,855

 
$
2,113,907,071

Total
 
4,377,647

 
 
 
4,377,647

 
 
 
(1) 
On June 28, 2016, we announced that the board had authorized the repurchase of up to $750 million of our common stock, in addition to the then outstanding repurchase authorizations. At the same time, the board removed the expiration date of the outstanding repurchase authorizations.  On October 23, 2018, the board further authorized the repurchase of an additional $2 billion of our common stock with no expiration date. Purchases may be made in open market or privately negotiated transactions at management’s discretion and the timing and amount of repurchases are determined based on share price, market conditions, legal requirements and other factors.  Shares repurchased are deemed authorized but unissued shares of common stock. 


20



Performance Graph
The following graph compares the cumulative total shareholder return (stock price appreciation plus dividends, as applicable) on our common stock for the last five fiscal years with the cumulative total return of the S&P 500 Index and the S&P 500 Retailing Index.  The graph assumes an original investment of $100 in CarMax common stock and in each index on February 28, 2014, and the reinvestment of all dividends, as applicable.
chart-3378a8758a935aeca2c.jpg 
 
As of February 28 or 29
 
2014
 
2015
 
2016
 
2017
 
2018
 
2019
CarMax
$
100.00

 
$
138.57

 
$
95.52

 
$
133.26

 
$
127.85

 
$
128.23

S&P 500 Index
$
100.00

 
$
115.51

 
$
108.36

 
$
135.42

 
$
158.57

 
$
166.00

S&P 500 Retailing Index
$
100.00

 
$
120.98

 
$
129.75

 
$
157.02

 
$
220.77

 
$
239.87


21



Item 6.  Selected Financial Data. 
(Dollars and shares in millions, except per share or per unit data)
FY19
 
FY18
 
FY17
 
FY16
 
FY15
Income statement information
 
 
 
 
 
 
 
 
 
Used vehicle sales
$
15,172.8

 
$
14,392.4

 
$
13,270.7

 
$
12,439.4

 
$
11,674.5

Wholesale vehicle sales
2,393.0

 
2,181.2

 
2,082.5

 
2,188.3

 
2,049.1

Net sales and operating revenues
18,173.1

 
17,120.2

 
15,875.1

 
15,149.7

 
14,268.7

Gross profit
2,480.6

 
2,328.9

 
2,183.3

 
2,018.8

 
1,887.5

CarMax Auto Finance income
438.7

 
421.2

 
369.0

 
392.0

 
367.3

Selling, general and administrative expenses
1,730.3

 
1,617.1

 
1,488.5

 
1,351.9

 
1,257.7

Interest expense
75.8

 
70.7

 
56.4

 
36.4

 
24.5

Net earnings
842.4

 
664.1

 
627.0

 
623.4

 
597.4

Share and per share information
 
 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding
175.9

 
184.5

 
192.2

 
205.5

 
218.7

Diluted net earnings per share
$
4.79

 
$
3.60

 
$
3.26

 
$
3.03

 
$
2.73

Balance sheet information
 
 
 
 
 
 
 
 
 
Auto loan receivables, net
$
12,428.5

 
$
11,535.7

 
$
10,596.1

 
$
9,536.9

 
$
8,435.5

Total assets
18,717.9

 
17,486.3

 
16,279.4

 
14,459.9

 
13,177.6

Total current liabilities
1,311.5

 
1,174.1

 
1,105.8

 
1,005.2

 
997.2

Total notes payable and other debt: (1)
 
 
 
 
 
 
 
 
 
Non-recourse notes payable
12,512.3

 
11,622.4

 
10,720.9

 
9,507.2

 
8,451.1

Other
1,692.3

 
1,496.0

 
1,448.8

 
1,129.0

 
637.5

Unit sales information
 
 
 
 
 
 
 
 
 
Used vehicle units sold
748,961

 
721,512

 
671,294

 
619,936

 
582,282

Wholesale vehicle units sold
447,491

 
408,509

 
391,686

 
394,437

 
376,186

Per unit information
 
 
 
 
 
 
 
 
 
Used vehicle gross profit
$
2,175

 
$
2,173

 
$
2,163

 
$
2,159

 
$
2,179

Wholesale vehicle gross profit
963

 
961

 
926

 
984

 
970

SG&A per used unit
2,310

 
2,241

 
2,217

 
2,181

 
2,160

Percent changes in
 
 
 
 
 
 
 
 
 
Comparable store used vehicle unit sales
0.3
%
 
2.0
%
 
4.3
%
 
2.4
%
 
4.4
%
Total used vehicle unit sales
3.8

 
7.5

 
8.3

 
6.5

 
10.5

Wholesale vehicle unit sales
9.5

 
4.3

 
(0.7
)
 
4.9

 
9.8

CarMax Auto Finance information
 
 
 
 
 
 
 
 
 
CAF total interest margin (2)
5.6
%
 
5.7
%
 
5.8
%
 
6.1
%
 
6.5
%
Other information
 
 
 
 
 
 
 
 
 
Used car stores
203

 
188

 
173

 
158

 
144

Associates
25,946

 
25,110

 
24,344

 
22,429

 
22,064


(1)  
Amounts are reported net of unamortized debt issuance costs. See Note 11 to the Consolidated Financial Statements.
(2)  
Represents CAF total interest margin (which reflects the spread between interest and fees charged to consumers and our funding costs) as a percentage of total average managed receivables.




22



Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying notes presented in Item 8. Consolidated Financial Statements and Supplementary Data.  Note references are to the notes to consolidated financial statements included in Item 8.  Certain prior year amounts have been reclassified to conform to the current year’s presentation.  All references to net earnings per share are to diluted net earnings per share.  Amounts and percentages may not total due to rounding.
OVERVIEW
See Part I, Item 1 for a detailed description and discussion of the company’s business.
 
CarMax is the nation’s largest retailer of used vehicles.  We operate in two reportable segments:  CarMax Sales Operations and CarMax Auto Finance (“CAF”).  Our CarMax Sales Operations segment consists of all aspects of our auto merchandising and service operations, excluding financing provided by CAF.  Our CAF segment consists solely of our own finance operation that provides financing to customers buying retail vehicles from CarMax.
CarMax Sales Operations
Our sales operations segment consists of retail sales of used vehicles and related products and services, such as wholesale vehicle sales; the sale of extended protection plan (“EPP”) products, which include extended service plans (“ESPs”) and guaranteed asset protection (“GAP”); and vehicle repair service. We offer competitive, no-haggle prices; a broad selection of CarMax Quality Certified used vehicles; value-added EPP products; and superior customer service. Our website and related mobile apps are tools for communicating the CarMax consumer offer in detail; sophisticated search engines for finding the right vehicle; and sales channels for customers who prefer to shop online.  
Our customers finance the majority of the retail vehicles purchased from us, and availability of on-the-spot financing is a critical component of the sales process.  We provide financing to qualified retail customers through CAF and our arrangements with industry-leading third-party finance providers.  All of the finance offers, whether by CAF or our third-party providers, are backed by a 3-day payoff option.
As of February 28, 2019, we operated 203 used car stores in 100 U.S. television markets. As of that date, we also conducted wholesale auctions at 76 used car stores and we operated 2 new car franchises.
CarMax Auto Finance
In addition to third-party finance providers, we provide vehicle financing through CAF, which offers financing solely to customers buying retail vehicles from CarMax.  CAF allows us to manage our reliance on third-party finance providers and to leverage knowledge of our business to provide qualifying customers a competitive financing option.  As a result, we believe CAF enables us to capture additional profits, cash flows and sales.  CAF income primarily reflects the interest and fee income generated by the auto loan receivables less the interest expense associated with the debt issued to fund these receivables, a provision for estimated loan losses and direct expenses. CAF income does not include any allocation of indirect costs. After the effect of 3-day payoffs and vehicle returns, CAF financed 43.2% of our retail used vehicle unit sales in fiscal 2019.  As of February 28, 2019, CAF serviced approximately 966,000 customer accounts in its $12.51 billion portfolio of managed receivables. 
Management regularly analyzes CAF’s operating results by assessing the competitiveness of our consumer offer, profitability, the performance of the auto loan receivables, including trends in credit losses and delinquencies, and CAF direct expenses.

23



Revenues and Profitability
Our primary sources of revenue and gross profit from CarMax Sales Operations for fiscal 2019 are as follows:
 
Net Sales and
Operating Revenues
Gross Profit
chart-b05fac206975ebac73a.jpgchart-e12841ce8a09c6648d8.jpg
A high-level summary of our financial results from fiscal 2019 compared with fiscal 2018 is as follows:
(Dollars in millions except per share or per unit data)
2019
 
Change from 2018
Income statement information
 
 
 
  Net sales and operating revenues
$
18,173.1

 
6.1
%
  Gross profit
$
2,480.6

 
6.5
%
  CAF income
$
438.7

 
4.2
%
  Selling general and administrative expenses
$
1,730.3

 
7.0
%
  Net earnings
$
842.4

 
26.8
%
Unit sales information
 
 
 
  Used unit sales
748,961

 
3.8
%
  Change in used unit sales in comparable stores
0.3
%
 
N/A

  Wholesale unit sales
447,491

 
9.5
%
Per unit information
 
 
 
  Used gross profit per unit
$
2,175

 
0.1
%
  Wholesale gross profit per unit
$
963

 
0.2
%
  SG&A per used vehicle unit
$
2,310

 
3.1
%
Per share information
 
 
 
  Net earnings per diluted share
$
4.79

 
33.1
%
Changes in net earnings were impacted by the following:
In connection with the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”), net earnings were reduced by $11.9 million in fiscal 2018. This net amount included a $32.7 million reduction for the revaluation of our net deferred tax asset, partially offset by a $20.8 million benefit that resulted from applying the new, lower blended federal statutory rate.

Refer to “Results of Operations” for further details on our revenues and profitability.
Liquidity
Our primary ongoing sources of liquidity include funds provided by operations, proceeds from non-recourse funding vehicles, and borrowings under our revolving credit facility or through other financing sources.  During fiscal 2019, net cash provided by operations totaled $163.0 million. This amount, combined with $890.8 million of net issuances of non-recourse notes payable,

24



resulted in $1.05 billion of adjusted net cash provided by operating activities, a non-GAAP measure. This liquidity, together with borrowings under our revolving credit facility, was primarily used to fund the 13.6 million common shares repurchased under our share repurchase program, our store growth and strategic initiatives. 
When considering cash provided by operating activities, management does not include increases in auto loan receivables that have been funded with non-recourse notes payable, which are separately reflected as cash provided by financing activities. For a reconciliation of adjusted net cash provided by operating activities to net cash provided by (used in) operating activities, the most directly comparable GAAP financial measure, see “Reconciliation of Adjusted Net Cash from Operating Activities” included in “FINANCIAL CONDITION – Liquidity and Capital Resources.”
Future Outlook
Our long-term strategy is to complete the rollout of our retail concept, including our new omni-channel experience, and to increase our share of used vehicle unit sales in each of the markets in which we operate. Our new omni-channel experience empowers customers to buy a car on their own terms, either completely from home, in-store or through a seamlessly integrated combination of online and in-store experiences. We believe that, over the long term, used vehicle unit sales are the primary driver for earnings growth. We also believe that increased used vehicle unit sales will drive increased sales of wholesale vehicles and ancillary products and, over time, increased CAF income.
In calendar 2018, we estimate we sold approximately 4.4% of the age 0- to 10-year old vehicles sold in the current comparable store markets in which we operate and approximately 3.3% of the age 0- to 10-year old vehicles sold on a nationwide basis. Our strategy to increase our market share includes continuing to focus on:

Delivering a new customer-driven, omni-channel buying and selling experience that is a unique and powerful integration of our in-store and online capabilities.
Opening stores in new markets and expanding our presence in existing markets.
Hiring and developing an engaged and skilled workforce.
Improving efficiency in our stores and our logistics operations to drive out waste.
Leveraging data and advanced analytics to continuously improve our processes and systems.

In order to execute our long-term strategy, we are investing in various strategic initiatives to increase innovation, specifically with regards to customer facing and customer-enabling technologies. We continue to make improvements to our website and introduce new customer experiences, such as finance pre-approval, home delivery, online appraisal and express pick-up. We are also developing and implementing tools that help our associates be more efficient and effective. Additionally, we are centralizing customer support in our customer experience centers, which we expect to provide a more seamless integration between the online and in-store experience for our customers. Our use of data is a core component of these initiatives and continues to be a strategic asset for us as we leverage data to enhance the customer experience and increase operational efficiencies. In December 2018, we launched our new omni-channel car buying experience in the Atlanta market, which will help us learn how to best operationalize all our offerings and scale them across the entire organization. We anticipate having the new omni-channel experience available to the majority of our customers by the end of fiscal 2020.

While there are incremental costs and inefficiencies in the near term related to strategic initiatives, we have also identified potential cost savings through process changes and other improvements that can help offset these expenses over time. While in any individual period conditions may vary, over the long term, we would expect to begin leveraging our SG&A expenses when comparable store used unit sales growth is in the mid-single digit range. With increased spending expected for fiscal 2020, we believe our comparable store used unit sales growth will need to be in the range of 5% to 8% to leverage SG&A. We expect the rate of growth in spending on these initiatives to slow in fiscal 2021 and taper thereafter. We will continue to look for opportunities to reduce waste and re-prioritize spend.

As of February 28, 2019, we had used car stores located in 100 television markets, which covered approximately 76% of the U.S. population.  The format and operating models utilized in stores are continuously evaluated and may evolve over time based upon market and consumer expectations. We opened 15 stores in fiscal 2019 and plan to open 13 stores in fiscal 2020 and a similar number of stores in fiscal 2021. For a detailed list of stores we plan to open in fiscal 2020, see the table included in “PLANNED FUTURE ACTIVITIES.” 
While we execute our long-term strategy, there are trends and factors that could impact our strategic approach or our results in the short and medium term. A significant portion of our used vehicle inventory is sourced from local, regional and online wholesale auto auctions. Wholesale vehicle prices are influenced by a variety of factors, including the supply of vehicles available at auction relative to dealer demand.


25



For additional information about risks and uncertainties facing our company, see “Risk Factors,” included in Part I, Item 1A of this Form 10-K.
CRITICAL ACCOUNTING POLICIES

Our results of operations and financial condition as reflected in the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.  Preparation of financial statements requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities.  We use our historical experience and other relevant factors when developing our estimates and assumptions.  We regularly evaluate these estimates and assumptions.  Note 1 includes a discussion of significant accounting policies.  The accounting policies discussed below are the ones we consider critical to an understanding of our consolidated financial statements because their application places the most significant demands on our judgment.  Our financial results might have been different if different assumptions had been used or other conditions had prevailed.
Financing and Securitization Transactions
We maintain a revolving funding program composed of three warehouse facilities (“warehouse facilities”) that we use to fund auto loan receivables originated by CAF. We typically elect to fund these receivables through an asset-backed term funding transaction, such as a term securitization or alternative funding arrangement, at a later date.  We recognize transfers of auto loan receivables into the warehouse facilities and asset-backed term funding transactions, including term securitizations (together, “non-recourse funding vehicles”), as secured borrowings, which result in recording the auto loan receivables and the related non-recourse notes payable on our consolidated balance sheets.  CAF income included in the consolidated statements of earnings primarily reflects the interest and fee income generated by the auto loan receivables less the interest expense associated with the debt issued to fund these receivables, a provision for estimated loan losses and direct CAF expenses.
See Notes 1(F), 1(H) and 4 for additional information on securitizations and auto loan receivables.
Allowance for Loan Losses
The allowance for loan losses represents an estimate of the amount of net losses inherent in our portfolio of managed receivables as of the applicable reporting date. Such losses are expected to become evident during the following 12 months.  Because net loss performance can vary substantially over time, estimating net losses requires assumptions about matters that are uncertain.
The allowance for loan losses is estimated using a combination of analytical models and management judgment. These models are primarily based on the composition of the portfolio of managed receivables (including month of origination and actual prior performance of the receivables), historical loss trends and forecasted forward loss curves.  For receivables that have less than 12 months of performance history, the estimate also takes into account the credit grades of the receivables and historical losses by credit grade to supplement actual loss data in estimating future performance. Once the receivables have 12 months of performance history, the estimate reflects actual loss experience of those receivables to date along with forward loss curves to predict future performance. The forward loss curves are constructed using historical performance data and show the average timing of losses over the course of a receivable’s life.
Estimates from these models rely on historical performance information and may not fully reflect losses inherent in the present portfolio. Therefore, management also considers recent trends in delinquencies and defaults, recovery rates and the economic environment in assessing the models used in estimating the allowance for loan losses, and may adjust the allowance for loan losses to reflect factors that may not be captured in the models.  In addition, management periodically considers whether the use of additional metrics would result in improved model performance and revises the models when appropriate.
Determining the appropriateness of the allowance for loan losses requires management to exercise judgment about matters that are inherently uncertain, including the timing and distribution of net losses that could materially affect the allowance for loan losses and, therefore, net earnings. To the extent that actual performance differs from our estimates, additional provision for credit losses may be required that would reduce net earnings. A 10% change in the estimated loss rates would have changed the allowance for loan losses by approximately $13.8 million as of February 28, 2019.

See Notes 1(H) and 4 for additional information on the allowance for loan losses.


26



Revenue Recognition
We recognize revenue when the earnings process is complete, generally either at the time of sale to a customer or upon delivery to a customer.  As part of our customer service strategy, we guarantee the retail vehicles we sell with a 7‑day, money-back guarantee.  We record a reserve for estimated returns based on historical experience and trends, and results could be affected if future vehicle returns differ from historical averages.
We also sell ESPs and GAP on behalf of unrelated third parties, who are the primary obligors, to customers who purchase a retail vehicle. The ESPs we currently offer on all used vehicles provide coverage up to 60 months (subject to mileage limitations), while GAP covers the customer for the term of their retail installment contract.  We recognize revenue, on a net basis, at the time of sale. We also record a reserve for estimated contract cancellations. The reserve for cancellations is evaluated for each product and is based on forecasted forward cancellation curves utilizing historical experience, recent trends and credit mix of the customer base.  Our risk related to contract cancellations is limited to the revenue that we receive.  Cancellations fluctuate depending on the volume of EPP sales, customer financing default or prepayment rates, and shifts in customer behavior related to changes in the coverage or term of the product.  Results could be affected if actual events differ from our estimates. A 10% change in the estimated cancellation rates would have changed cancellation reserves by approximately $10.3 million as of February 28, 2019.  See Note 8 for additional information on cancellation reserves.
We are contractually entitled to receive profit-sharing revenues based on the performance of the ESPs administered by third parties. These revenues are a form of variable consideration included in the ESP transaction price to the extent that it is probable that it will not result in a significant revenue reversal. An estimate of the amount to which we expect to be entitled, subject to various constraints, is recognized upon satisfying the performance obligation of selling the ESP. These constraints include factors that are outside of the company’s influence or control and the length of time until settlement. We apply the expected value method, utilizing historical claims and cancellation data from CarMax customers, as well as other qualitative assumptions. This estimate is reassessed each reporting period with changes reflected in other sales and revenues on our consolidated statements of earnings and other assets on our consolidated balance sheets. Profit-sharing payments by the ESP provider begin when the underlying ESPs reach a specified level of claims history.
Customers applying for financing who are not approved or are conditionally approved by CAF are generally evaluated by other third-party finance providers.  These providers generally either pay us or are paid a fixed, pre-negotiated fee per contract.  We recognize these fees at the time of sale.
We collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale.  These taxes are accounted for on a net basis and are not included in net sales and operating revenues or cost of sales.
See Note 2 for additional information on revenue recognition.

27



RESULTS OF OPERATIONS – CARMAX SALES OPERATIONS
 
NET SALES AND OPERATING REVENUES
 
Years Ended February 28
(In millions)
2019
 
Change
 
2018
 
Change
 
2017
Used vehicle sales
$
15,172.8

 
5.4
%
 
$
14,392.4

 
8.5
 %
 
$
13,270.7

Wholesale vehicle sales
2,393.0

 
9.7
%
 
2,181.2

 
4.7
 %
 
2,082.5

Other sales and revenues:
 
 
 
 
 
 
 
 
 
Extended protection plan revenues
382.5

 
13.7
%
 
336.4

 
10.1
 %
 
305.5

Third-party finance fees, net
(43.4
)
 
13.0
%
 
(49.9
)
 
(29.9
)%
 
(38.4
)
Other
268.2

 
3.1
%
 
260.2

 
2.1
 %
 
254.9

Total other sales and revenues
607.3

 
11.1
%
 
546.7

 
4.7
 %
 
522.0

Total net sales and operating revenues
$
18,173.1

 
6.1
%
 
$
17,120.2

 
7.8
 %
 
$
15,875.1


UNIT SALES
 
Years Ended February 28
 
2019
 
Change
 
2018
 
Change
 
2017
Used vehicles
748,961

 
3.8
%
 
721,512

 
7.5
%
 
671,294

Wholesale vehicles
447,491

 
9.5
%
 
408,509

 
4.3
%
 
391,686

 
AVERAGE SELLING PRICES
 
Years Ended February 28
 
2019
 
Change
 
2018
 
Change
 
2017
Used vehicles
$
20,077

 
1.6
 %
 
$
19,757

 
0.9
 %
 
$
19,586

Wholesale vehicles
$
5,098

 
(0.1
)%
 
$
5,102

 
(0.1
)%
 
$
5,106


COMPARABLE STORE USED VEHICLE SALES CHANGES
 
Years Ended February 28
 
2019
 
2018
 
2017
Used vehicle units
0.3
%
 
2.0
%
 
4.3
%
Used vehicle dollars
1.9
%
 
2.9
%
 
2.7
%
Stores are added to the comparable store base beginning in their fourteenth full month of operation. We do not remove renovated stores from our comparable store base. Comparable store calculations include results for a set of stores that were included in our comparable store base in both the current and corresponding prior year periods.

VEHICLE SALES CHANGES
 
Years Ended February 28
 
2019
 
2018
 
2017
Used vehicle units
3.8
%
 
7.5
%
 
8.3
 %
Used vehicle revenues
5.4
%
 
8.5
%
 
6.7
 %
 
 
 
 
 
 
Wholesale vehicle units
9.5
%
 
4.3
%
 
(0.7
)%
Wholesale vehicle revenues
9.7
%
 
4.7
%
 
(4.8
)%


28



USED VEHICLE FINANCING PENETRATION BY CHANNEL (BEFORE THE IMPACT OF 3-DAY PAYOFFS)
 
Years Ended February 28 (1)
 
2019
 
2018
 
2017
CAF (2)
48.4
%
 
48.4
%
 
49.5
%
Tier 2 (3)
17.9

 
16.6

 
17.8

Tier 3 (4)
9.9

 
10.5

 
9.8

Other (5)
23.8

 
24.5

 
22.9

Total
100.0
%
 
100.0
%
 
100.0
%

(1)  
Calculated as used vehicle units financed for respective channel as a percentage of total used units sold.
(2) 
Includes CAF's Tier 3 loan originations, which represent less than 1% of total used units sold.
(3)
Third-party finance providers who generally pay us a fee or to whom no fee is paid.
(4)
Third-party finance providers to whom we pay a fee.
(5)
Represents customers arranging their own financing and customers that do not require financing.

CHANGE IN USED CAR STORE BASE
 
Years Ended February 28
 
2019
 
2018
 
2017
Used car stores, beginning of year
188

 
173

 
158

Store openings
15

 
15

 
15

Used car stores, end of year
203

 
188

 
173

 
During fiscal 2019, we opened 15 stores, including 9 stores in new television markets (1 store each in Greenville, NC; Macon, GA; Wilmington, NC; Lafayette, LA; Corpus Christi, TX; Shreveport, LA; Buffalo, NY; Montgomery, AL; and New Orleans, LA) and 6 stores in existing television markets (1 store each in Dallas, TX; Miami, FL; Albuquerque, NM; Oklahoma City, OK; Orlando, FL; and Portland, OR).

Used Vehicle Sales
Fiscal 2019 Versus Fiscal 2018.  The 5.4% increase in used vehicle revenues in fiscal 2019 was primarily due to a 3.8% increase in unit sales. The increase in used unit sales included a 0.3% increase in comparable store used unit sales and sales from newer stores not yet included in the comparable store base. The comparable store used unit sales performance was driven by improved conversion, partially offset by lower store traffic. Website traffic grew 16%. We believe that the solid performance of our store teams and the impacts of our digital initiatives contributed to our continued improvements in conversion in both fiscal 2019 and fiscal 2018. We believe our comparable store used unit sales growth was adversely affected by delays in February tax refunds relative to last year, the continuation of higher acquisition prices and a robust competitive environment. Our data indicates that our share of the age 0- to 10-year old used vehicles in our current comparable store markets fell from approximately 4.5% to 4.4% in calendar 2018.
The increase in average retail selling price reflected the net effects of higher vehicle acquisition costs and shifts in the mix of our sales by both vehicle age and class. We believe vehicle acquisition costs remained high throughout fiscal 2019 as the industry continued to experience a lower than normal depreciation environment.
Fiscal 2018 Versus Fiscal 2017.  The 8.5% increase in used vehicle revenues in fiscal 2018 was primarily due to a 7.5% increase in unit sales. The increase in used unit sales included a 2.0% increase in comparable store used unit sales and sales from newer stores not yet included in the comparable store base. The comparable store used unit sales performance was driven by continued strong conversion, partially offset by lower store traffic.
Average retail selling price for fiscal 2018 remained relatively consistent with the prior year, reflecting the net effects of shifts in the mix of our sales by both vehicle age and class and lower vehicle acquisition costs. Decreases in vehicle acquisition costs in the first half of the year were largely offset by increases in the second half of the year. We believe lower seasonal depreciation was a significant driver of the increase in vehicle acquisition costs in the second half of the year. At the same time, industry new vehicle transaction prices benefited from aggressive new car incentives. We believe the resulting change in the relative affordability of new vehicles versus late-model vehicles was one of the factors contributing to our comparable store used unit sales performance.

29



Wholesale Vehicle Sales
Vehicles sold at our wholesale auctions are, on average, approximately 10 years old with more than 100,000 miles and are primarily comprised of vehicles purchased through our appraisal process that do not meet our retail standards. Our wholesale auction prices usually reflect the trends in the general wholesale market for the types of vehicles we sell, although they can also be affected by changes in vehicle mix or the average age, mileage or condition of the vehicles being sold.
Fiscal 2019 Versus Fiscal 2018.  The 9.7% increase in wholesale vehicle revenues in fiscal 2019 resulted from a 9.5% increase in wholesale unit sales. The wholesale unit growth was primarily driven by growth in our store base, an increase in our appraisal buy rate and an increase in comparable store appraisal traffic. We believe the appraisal buy rate and comparable store appraisal traffic benefited from strong wholesale industry vehicle valuations, which allowed us to provide seasonally strong appraisal offers for both fiscal 2019 and fiscal 2018. Wholesale vehicle average selling price for fiscal 2019 remained consistent with the prior year.
Fiscal 2018 Versus Fiscal 2017.  The 4.7% increase in wholesale vehicle revenues in fiscal 2018 resulted from a 4.3% increase in wholesale unit sales. During fiscal 2018, increases in wholesale unit volumes attributable to an increase in our appraisal buy rate and the growth in our store base were partially offset by a reduction in appraisal traffic. Wholesale vehicle average selling price for fiscal 2018 remained consistent with the prior year.
Other Sales and Revenues
Other sales and revenues include revenue from the sale of ESPs and GAP (collectively reported in EPP revenues, net of a reserve for estimated contract cancellations), net third-party finance fees, and other revenues, which are predominantly comprised of service department and new vehicle sales. The fees we pay to the Tier 3 providers are reflected as an offset to finance fee revenues received from the Tier 2 providers. The mix of our retail vehicles financed by CAF, Tier 2 and Tier 3 providers, or customers that arrange their own financing, may vary from quarter to quarter depending on several factors including the credit quality of applicants, changes in providers’ credit decisioning and external market conditions. Changes in originations by one tier of credit providers may also affect the originations made by providers in other tiers.
Fiscal 2019 Versus Fiscal 2018.  Other sales and revenues increased 11.1% in fiscal 2019. EPP revenues increased 13.7% compared with the prior year, reflecting cost decreases from plan providers, the increase in our retail unit volume and $8.4 million in ESP profit sharing revenues associated with our adoption of the new revenue recognition accounting standard in fiscal 2019. See Note 2 for additional information on revenue related to ESPs. The $6.5 million reduction in net third-party finance fees reflected shifts in our sales mix by finance channel, including an increase in our Tier 2 and a decrease in our Tier 3 sales.
Fiscal 2018 Versus Fiscal 2017.  Other sales and revenues increased 4.7% in fiscal 2018. EPP revenues increased 10.1% compared with the prior year, largely reflecting the growth in our used unit sales. The $11.5 million reduction in net third-party finance fees reflected shifts in our sales mix by finance channel, including a decline in our Tier 2 and an increase in our Tier 3 sales.
GROSS PROFIT
 
Years Ended February 28
(In millions)
2019
 
Change
 
2018
 
Change
 
2017
Used vehicle gross profit
$
1,628.7

 
3.9
%
 
$
1,567.6

 
8.0
%
 
$
1,451.7

Wholesale vehicle gross profit
431.0

 
9.8
%
 
392.5

 
8.2
%
 
362.6

Other gross profit
420.9

 
14.1
%
 
368.8

 
%
 
369.0

Total
$
2,480.6

 
6.5
%
 
$
2,328.9

 
6.7
%
 
$
2,183.3



30



GROSS PROFIT PER UNIT
 
Years Ended February 28
 
2019
 
2018
 
2017
 
$ per unit (1)
 
% (2)
 
$ per unit (1)
 
% (2)
 
$ per unit (1)
 
% (2)
Used vehicle gross profit
$
2,175

 
10.7
 
$
2,173

 
10.9
 
$
2,163

 
10.9
Wholesale vehicle gross profit
$
963

 
18.0
 
$
961

 
18.0
 
$
926

 
17.4
Other gross profit
$
562

 
69.3
 
$
511

 
67.5
 
$
550

 
70.7
Total gross profit
$
3,312

 
13.6
 
$
3,228

 
13.6
 
$
3,252

 
13.8
 
(1) 
Calculated as category gross profit divided by its respective units sold, except the other and total categories, which are divided by total used units sold.
(2) 
Calculated as a percentage of its respective sales or revenue.
 
Used Vehicle Gross Profit
We target a dollar range of gross profit per used unit sold.  The gross profit dollar target for an individual vehicle is based on a variety of factors, including its probability of sale and its mileage relative to its age; however, it is not primarily based on the vehicle’s selling price.  Our ability to quickly adjust appraisal offers to be consistent with the broader market trade-in trends and the pace of our inventory turns reduce our exposure to the inherent continual fluctuation in used vehicle values and contribute to our ability to manage gross profit dollars per unit. 
We systematically adjust individual vehicle prices based on proprietary pricing algorithms in order to appropriately balance sales trends, inventory turns and gross profit achievement.  Other factors that may influence gross profit include the wholesale and retail vehicle pricing environments, vehicle reconditioning and logistics costs, and the percentage of vehicles sourced directly from consumers through our appraisal process.  Vehicles purchased directly from consumers typically generate more gross profit per unit compared with vehicles purchased at auction or through other channels.
Fiscal 2019 Versus Fiscal 2018.  The 3.9% increase in used vehicle gross profit in fiscal 2019 was primarily driven by the 3.8% growth in total used unit sales. Our used vehicle gross profit per unit remained consistent with fiscal 2018. We believe we can manage to a targeted gross profit per unit dollar range, subject to future changes to our business or pricing strategy.
Fiscal 2018 Versus Fiscal 2017.  The 8.0% increase in used vehicle gross profit in fiscal 2018 was primarily driven by the 7.5% growth in total used unit sales. Our used vehicle gross profit per unit remained consistent with fiscal 2017.
Wholesale Vehicle Gross Profit
Our wholesale gross profit per unit reflects the demand for older, higher mileage vehicles, which are the mainstay of our auctions, as well as strong dealer attendance and resulting high dealer-to-car ratios at our auctions.  The frequency of our auctions, which are generally held weekly or bi-weekly, minimizes the depreciation risk on these vehicles.  Our ability to adjust appraisal offers in response to the wholesale pricing environment is a key factor that influences wholesale gross profit.
Fiscal 2019 Versus Fiscal 2018.  The 9.8% increase in wholesale vehicle gross profit in fiscal 2019 was driven by the 9.5% increase in wholesale unit sales. Our wholesale gross profit per unit remained consistent with fiscal 2018. We believe our wholesale gross profit per unit continued to benefit from a lower depreciation environment relative to historical trends.
Fiscal 2018 Versus Fiscal 2017.  The 8.2% increase in wholesale vehicle gross profit in fiscal 2018 was driven by the 4.3% increase in wholesale unit sales and a $35, or 3.8%, increase in wholesale gross profit per unit. We believe our wholesale gross profit per unit benefited from a lower depreciation environment relative to historical trends.
Other Gross Profit
Other gross profit includes profits related to EPP revenues, net third-party finance fees and other revenues, which are predominantly comprised of service department operations, including used vehicle reconditioning, and new vehicle sales.  We have no cost of sales related to EPP revenues or net third-party finance fees, as these represent revenues paid to us by certain third-party providers. Third-party finance fees are reported net of the fees we pay to third-party Tier 3 finance providers.  Accordingly, changes in the relative mix of the components of other gross profit can affect the composition and amount of other gross profit.
Fiscal 2019 Versus Fiscal 2018.  Other gross profit rose 14.1% in fiscal 2019, primarily reflecting the improvement in EPP revenues and net third-party finance fees discussed above.

31



Fiscal 2018 Versus Fiscal 2017.  Other gross profit remained consistent in fiscal 2018, as a $19.2 million decrease in service profits and the decrease in net third-party finance fees discussed above were largely offset by the noted increase in EPP revenues. Service profits were affected by the reduced leverage of service department costs resulting from our more modest comparable store used unit growth in the latter half of fiscal 2018.
Impact of Inflation
Historically, inflation has not had a significant impact on results.  Profitability is primarily affected by our ability to achieve targeted unit sales and gross profit dollars per vehicle rather than by changes in average retail prices.  However, we believe higher vehicle acquisition prices, partially driven by lower seasonal vehicle depreciation, affected comparable store used unit sales growth, and therefore our results of operations, in fiscal 2018 and 2019. Additionally, changes in average vehicle selling prices impact CAF income, to the extent the average amount financed also changes.
SG&A Expenses

COMPONENTS OF SG&A EXPENSES AS A PERCENTAGE OF TOTAL SG&A EXPENSES
Fiscal Year 2019
chart-af33c4651ce01c3821c.jpg 
COMPONENTS OF SG&A EXPENSES COMPARED WITH PRIOR PERIODS
 
Years Ended February 28
(In millions except per unit data)
2019
 
Change
 
2018
 
Change
 
2017
Compensation and benefits (1)
$
904.9

 
4.8
%
 
$
863.2

 
7.4
%
 
$
803.9

Store occupancy costs
359.1

 
6.5
%
 
337.3

 
12.1
%
 
300.8

Advertising expense
166.4

 
5.5
%
 
157.7

 
9.3
%
 
144.2

Other overhead costs (2)
299.9

 
15.8
%
 
258.9

 
8.1
%
 
239.6

Total SG&A expenses
$
1,730.3

 
7.0
%
 
$
1,617.1

 
8.6
%
 
$
1,488.5

SG&A per used vehicle unit (3)
$
2,310

 
$
69

 
$
2,241

 
$
24

 
$
2,217

(1) 
Excludes compensation and benefits related to reconditioning and vehicle repair service, which are included in cost of sales. See Note 12 for details of stock-based compensation expense by grant type.
(2) 
Includes IT expenses, insurance, preopening and relocation costs, non-CAF bad debt, travel, charitable contributions and other administrative expenses.
(3) 
Calculated as total SG&A expenses divided by total used vehicle units.

Fiscal 2019 Versus Fiscal 2018 (Increase of $113.2 million or 7.0%). In addition to the 8% growth in our store base during fiscal 2019 (representing the addition of 15 stores) and higher variable costs associated with our comparable store unit growth, the net increase reflected the following:
$12.2 million of the increase in compensation and benefits was due to an increase in share-based compensation expense, which increased SG&A per used unit by $13.
$41.0 million increase in other overhead costs, which included continued spending to advance our technology platforms and support our core and omni-channel strategic initiatives.

Fiscal 2018 Versus Fiscal 2017 (Increase of $128.6 million or 8.6%). In addition to the 9% growth in our store base during fiscal 2018 (representing the addition of 15 stores) and higher variable costs associated with our comparable store unit growth, the net increase reflected the following:
$18.0 million increase in compensation and benefits due to the corporate incentive pay accrual.

32



$27.7 million decrease in compensation and benefits due to a decrease in share-based compensation expense, which reduced SG&A per used unit by $47. The decrease in share-based compensation expense reflected higher costs incurred in fiscal 2017 in connection with the retirement of our former chief executive officer, as well as a decrease in the expense related to cash-settled restricted stock units in fiscal 2018. The expense associated with these units was primarily driven by the change in the company’s stock price during the fiscal year.
$19.3 million increase in other overhead costs, which included increased spending related to our core and omni-channel strategic initiatives.

Interest Expense
Interest expense includes the interest related to short- and long-term debt and financing and capital lease obligations. It does not include interest on the non-recourse notes payable, which is reflected within CAF income.

Fiscal 2019 Versus Fiscal 2018.  Interest expense increased to $75.8 million in fiscal 2019 versus $70.7 million in fiscal 2018. The increase primarily reflected higher interest rates on outstanding debt in fiscal 2019.
Fiscal 2018 Versus Fiscal 2017.  Interest expense increased to $70.7 million in fiscal 2018 versus $56.4 million in fiscal 2017. The increase reflected the combined effects of higher outstanding debt levels and interest rates in fiscal 2018 as well as a reduction in capitalized interest.
Income Taxes
The effective income tax rate was 24.3% in fiscal 2019, 37.6% in fiscal 2018 and 37.7% in fiscal 2017. The decrease in the effective income tax rate in fiscal 2019 is primarily due to the reduction in the federal statutory tax rate following the enactment of the 2017 Tax Act.

The fiscal 2018 effective income tax rate included the effect of an $11.9 million net increase in tax expense resulting from the enactment of the 2017 Tax Act, including:
A $32.7 million increase in tax expense associated with the revaluation of our net deferred tax asset.
A $20.8 million decrease in tax expense resulting from the new, lower blended federal statutory rate.

RESULTS OF OPERATIONS – CARMAX AUTO FINANCE

CAF income primarily reflects interest and fee income generated by CAF’s portfolio of auto loan receivables less the interest expense associated with the debt issued to fund these receivables, a provision for estimated loan losses and direct CAF expenses. Total interest margin reflects the spread between interest and fees charged to consumers and our funding costs. Changes in the interest margin on new originations affect CAF income over time. Continued increases in interest rates, which affect CAF’s funding costs, or other competitive pressures on consumer rates, could result in further compression in the interest margin on new originations. Changes in the allowance for loan losses as a percentage of ending managed receivables reflect the effect of the change in loss and delinquency experience on our outlook for net losses expected to occur over the next 12 months.

CAF’s managed portfolio is composed primarily of loans originated over the past several years.  Trends in receivable growth and interest margins primarily reflect the cumulative effect of changes in the business over a multi-year period. We strive to originate loans with an underlying risk profile that we believe will, in the aggregate and excluding CAF’s Tier 3 originations, result in cumulative net losses in the 2% to 2.5% range over the life of the loans.  Actual loss performance of the loans may fall outside of this range based on various factors, including intentional changes in the risk profile of originations, economic conditions and wholesale recovery rates.  Current period originations reflect current trends in both our retail sales and the CAF business, including the volume of loans originated, current interest rates charged to consumers, loan terms and average credit scores.   Because we recognize CAF income over the life of the underlying auto loan, loans originated in a given fiscal period generally do not have a significant effect on that period’s financial results. 

CAF income does not include any allocation of indirect costs.  Although CAF benefits from certain indirect overhead expenditures, we have not allocated indirect costs to CAF to avoid making subjective allocation decisions.  Examples of indirect costs not allocated to CAF include retail store expenses and corporate expenses.

See Note 3 for additional information on CAF income and Note 4 for information on auto loan receivables, including credit quality.

33



SELECTED CAF FINANCIAL INFORMATION
 
Years Ended February 28
(In millions)
2019
 
% (1)
 
2018
 
% (1)
 
2017
 
% (1)
Interest margin:
 
 
 
 
 
 
 
 
 
 
 
Interest and fee income
$
972.9

 
8.0

 
$
856.6

 
7.6

 
$
762.0

 
7.5

Interest expense
(289.3
)
 
(2.4
)
 
(215.0
)
 
(1.9
)
 
(171.4
)
 
(1.7
)
Total interest margin
$
683.6

 
5.6

 
$
641.6

 
5.7

 
$
590.6

 
5.8

Provision for loan losses
$
(153.8
)
 
(1.3
)
 
$
(137.6
)
 
(1.2
)
 
$
(150.6
)
 
(1.5
)
CarMax Auto Finance income
$
438.7

 
3.6

 
$
421.2

 
3.8

 
$
369.0

 
3.6


(1) 
Percent of total average managed receivables.

CAF ORIGINATION INFORMATION (AFTER THE IMPACT OF 3-DAY PAYOFFS)
 
Years Ended February 28
 
2019
 
2018
 
2017
Net loans originated (in millions)
$
6,330.1

 
$
5,962.2

 
$
5,643.3

Vehicle units financed 
323,864

 
310,739

 
297,043

Net penetration rate (1)
43.2
%
 
43.1
%
 
44.2
%
Weighted average contract rate
8.5
%
 
7.8
%
 
7.4
%
Weighted average credit score (2)
706

 
707

 
706

Weighted average loan-to-value (LTV) (3)
94.8
%
 
95.0
%
 
95.0
%
Weighted average term (in months)
66.0

 
65.8

 
65.8


(1) 
Vehicle units financed as a percentage of total used units sold.
(2) 
The credit scores represent FICO® scores and reflect only receivables with obligors that have a FICO® score at the time of application.  The FICO® score with respect to any receivable with co-obligors is calculated as the average of each obligor’s FICO® score at the time of application.  FICO® scores are not a significant factor in our primary scoring model, which relies on information from credit bureaus and other application information as discussed in Note 4.  FICO® is a federally registered servicemark of Fair Isaac Corporation.
(3) 
LTV 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.

LOAN PERFORMANCE INFORMATION
 
As of and for the
Years Ended February 28
(In millions)
2019
 
2018
 
2017
Total ending managed receivables
$
12,510.2

 
$
11,618.9

 
$
10,681.3

Total average managed receivables
$
12,150.2

 
$
11,210.8

 
$
10,158.3

Allowance for loan losses (1)
$
138.2

 
$
128.6

 
$
123.6

Allowance for loan losses as a percentage of ending managed receivables
1.10
%
 
1.11
%
 
1.16
%
Net credit losses on managed receivables
$
144.2

 
$
132.6

 
$
121.9

Net credit losses as a percentage of total average managed receivables
1.19
%
 
1.18
%
 
1.20
%
Past due accounts as a percentage of ending managed receivables
3.61
%
 
3.38
%
 
3.10
%
Average recovery rate (2)
47.7
%
 
46.1
%
 
47.4
%

(1)  
The allowance for loan losses represents an estimate of the amount of net losses inherent in our portfolio of managed receivables as of the applicable reporting date and anticipated to occur during the following 12 months.  
(2) 
The average recovery rate represents the average percentage of the outstanding principal balance we receive when a vehicle is repossessed and liquidated, generally at our wholesale auctions. While in any individual period conditions may vary, over the past 10 fiscal years, the annual recovery rate has ranged from a low of 46% to a high of 60%, and it is primarily affected by changes in the wholesale market pricing environment.


34



Fiscal 2019 Versus Fiscal 2018.  
CAF Income (Increase of $17.5 million or 4.2%)
The increase in CAF income reflects an increase in the average managed receivables, partially offset by a lower total interest margin percentage and an increase in the provision for loan losses.
Average managed receivables grew 8.4% to $12.15 billion in fiscal 2019 driven primarily by the rise in CAF loan originations in recent years.
The growth in net loan originations in fiscal 2019 resulted from our used vehicle sales growth and an increase in average amount financed.

Provision for Loan Losses (Increased to $153.8 million from $137.6 million)
The increase in the provision for loan losses was primarily due to the growth in average managed receivables. As a result, the allowance for loan losses as a percentage of ending managed receivables was 1.10% as of February 28, 2019 compared with 1.11% as of February 28, 2018.
Although past due accounts as a percentage of ending managed receivables has increased, annualized net credit losses as a percentage of total average managed receivables has remained relatively flat.

Total Interest Margin (Decreased to 5.6% of averaged managed receivables from 5.7%)
The decline in total interest margin percentage was the result of a gradual compression of the spread between rates charged to consumers and our funding costs in recent years.

Fiscal 2018 Versus Fiscal 2017.  

CAF Income (Increase of $52.2 million or 14.1%)
The increase in CAF income reflects an increase in the average managed receivables and a decline in the provision for loan losses, partially offset by a lower total interest margin percentage.
Average managed receivables grew 10.4% to $11.21 billion in fiscal 2018 driven primarily by the rise in CAF loan originations in recent years.
The growth in net loan originations in fiscal 2018 resulted from our used vehicle sales growth and an increase in average amount financed, partially offset by a decrease in CAF's penetration rate.

Provision for Loan Losses (Decreased to $137.6 million from $150.6 million)
The provision during fiscal 2017 was affected by rising loss experience, while losses were generally consistent with expectations in fiscal 2018. As a result, the allowance for loan losses as a percentage of ending managed receivables was 1.11% as of February 28, 2018 compared with 1.16% as of February 28, 2017.

Total Interest Margin (Decreased to 5.7% of averaged managed receivables from 5.8%)
The decline in total interest margin percentage was the result of gradual compression of the spread between rates charged to customers and our funding costs in recent years.

Tier 3 Loan Originations.  CAF also originates a small portion of auto loans to customers who typically would be financed by our Tier 3 finance providers, in order to better understand the performance of these loans, mitigate risk and add incremental profits.  CAF currently targets originating approximately 5% of the total Tier 3 loan volume; however, this rate may vary over time based on market conditions. A total of $162.4 million and $147.5 million in CAF Tier 3 receivables were outstanding as of February 28, 2019 and 2018, respectively.  These loans have higher loss and delinquency rates than the remainder of the CAF portfolio, as well as higher contract rates.  As of February 28, 2019 and 2018, approximately 10% of the total allowance for loan losses related to the outstanding CAF Tier 3 loan balances.


35



PLANNED FUTURE ACTIVITIES
 
We currently plan to open 13 stores in fiscal 2020 and a similar number of stores in fiscal 2021. In fiscal 2020, we will be entering six new television markets and expanding our presence in seven existing television markets. Of the 13 stores we plan to open in fiscal 2020, 6 are in Metropolitan Statistical Areas (“MSAs”) having populations of 600,000 or less, which we define as small markets. We currently estimate capital expenditures will total approximately $350 million in fiscal 2020.
FISCAL 2020 PLANNED STORE OPENINGS
Location
Television Market
Metropolitan Statistical Area
Planned Opening Date
Memphis, Tennessee (1)
Memphis
Memphis
Q1 Fiscal 2020
Killeen, Texas
Waco/Temple (2)
Killeen/Temple
Q1 Fiscal 2020
Pharr, Texas
Harlingen/Brownsville/McAllen (2)
McAllen/Edinburg/Mission
Q1 Fiscal 2020
Pleasant Hill, California
San Francisco/Oakland/San Jose
San Francisco/Oakland
Q2 Fiscal 2020
Lubbock, Texas
Lubbock (2)
Lubbock
Q2 Fiscal 2020
Scottsdale, Arizona
Phoenix
Phoenix/Mesa/Scottsdale
Q2 Fiscal 2020
Denton, Texas
Dallas/Ft. Worth
Dallas/Fort Worth/Arlington
Q3 Fiscal 2020
Palm Desert, California
Palm Springs (2)
Riverside/San Bernardino/Ontario
Q3 Fiscal 2020
Gulfport, Mississippi
Biloxi/Gulfport (2)
Gulfport/Biloxi/Pascagoula
Q3 Fiscal 2020
Bogart, Georgia
Atlanta
Athens/Clarke County
Q3 Fiscal 2020
Fort Wayne, Indiana
Fort Wayne (2)
Fort Wayne
Q4 Fiscal 2020
Salem, Oregon
Portland
Salem
Q4 Fiscal 2020
Murfreesboro, Tennessee
Nashville
Nashville/Davidson/Murfreesboro
Q4 Fiscal 2020

(1)  
Store opened in March 2019.
(2)  
Represents new television market as of planned store opening date.

Normal construction, permitting or other scheduling delays could shift the opening dates of any of these stores into a later period. 

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1(X) to the consolidated financial statements for information on recent accounting pronouncements applicable to CarMax.
FINANCIAL CONDITION
Liquidity and Capital Resources
Our primary ongoing cash requirements are to fund our existing operations, store expansion and improvement and CAF. Since fiscal 2013, we have also elected to use cash for our share repurchase program.  Our primary ongoing sources of liquidity include funds provided by operations, proceeds from non-recourse funding vehicles and borrowings under our revolving credit facility or through other financing sources.

We currently target an adjusted debt to capital ratio in a range of 35% to 45%. In calculating this ratio, we utilize total debt, excluding non-recourse notes payable, a multiple of 8 times rent expense and total shareholders’ equity. We expect to use our revolving credit facility and other financing sources, together with stock repurchases, to maintain this targeted ratio; however, in any period, we may be outside this range due to seasonal, market, strategic or other factors.
 
Operating Activities.  During fiscal 2019, net cash provided by operating activities totaled $163.0 million compared with net cash used in operating activities of $80.6 million in fiscal 2018 and $455.3 million in fiscal 2017, which included increases in auto loan receivables of $1.05 billion in fiscal 2019, $1.08 billion in fiscal 2018 and $1.21 billion in fiscal 2017.  The majority of the increases in auto loan receivables are accompanied by increases in non-recourse notes payable, which are separately reflected as cash provided by financing activities. 
 
As of February 28, 2019, total inventory was $2.52 billion, representing an increase of $128.8 million, or 5.4%, compared with the balance as of the start of the fiscal year. The increase primarily reflected the addition of inventory to support new store openings in fiscal 2019 as well as the ongoing optimization of inventory across stores.

36




As of February 28, 2018, total inventory was $2.39 billion, representing an increase of $130.1 million, or 5.8%, compared with the balance as of the start of the fiscal year.  The increase primarily reflected the addition of inventory to support new store openings in fiscal 2018 as well as an increase in acquisition costs resulting from higher wholesale valuations, especially in the months following Hurricanes Harvey and Irma.

When considering cash provided by operating activities, management uses an adjusted measure of net cash from operating activities that offsets the changes in auto loan receivables with the corresponding changes in non-recourse notes payable.  This is achieved by adding back the cash provided from the net issuances of non-recourse notes payable, which represents the increase in auto loan receivables that were funded through the issuance of non-recourse notes payable during the year.  The resulting financial measure, adjusted net cash from operating activities, is a non-GAAP financial measure.  We believe adjusted net cash from operating activities is a meaningful metric for investors because it provides better visibility into the cash generated from operations.  Including the increases in non-recourse notes payable, net cash provided by operating activities would have been as follows:
 
RECONCILIATION OF ADJUSTED NET CASH FROM OPERATING ACTIVITIES
 
Years Ended February 28
(In millions)
2019
 
2018
 
2017
Net cash provided by (used in) operating activities
$
163.0

 
$
(80.6
)
 
$
(455.3
)
Add: Net issuances of non-recourse notes payable (1)
890.8

 
902.2

 
1,214.7

Adjusted net cash provided by operating activities
$
1,053.8

 
$
821.6

 
$
759.4

  
(1) 
Calculated using the gross issuances less payments on non-recourse notes payable as disclosed on the consolidated statements of cash flows.
 
Compared with fiscal 2018, the increase in fiscal 2019 adjusted net cash provided by operating activities reflected the increase in net earnings when excluding non-cash expenses, which include depreciation and amortization, share-based compensation expense, the provisions for loan losses and cancellation reserves and the deferred income tax provision as well as an increase in cash provided by working capital.

Compared with fiscal 2017, the increase in fiscal 2018 adjusted net cash provided by operating activities reflected the change in inventory during fiscal 2018 and the increase in net earnings when excluding non-cash expenses. These increases were partially offset by the timing and use of non-recourse funding vehicles in relation to originations of auto loan receivables.

Investing Activities.  Net cash used in investing activities totaled $308.5 million in fiscal 2019, $301.9 million in fiscal 2018 and $420.0 million in fiscal 2017.  Investing activities primarily consist of capital expenditures, which totaled $304.6 million in fiscal 2019, $296.8 million in fiscal 2018 and $418.1 million in fiscal 2017. Capital expenditures primarily include store construction costs, real estate acquisitions for planned future store openings and store remodeling expenses.  We maintain a multi-year pipeline of sites to support our store growth, so portions of capital spending in one year may relate to stores that we open in subsequent fiscal years.  We opened 15 stores in each of fiscal 2019, fiscal 2018 and fiscal 2017.
 
Financing Activities.  Net cash provided by financing activities totaled $186.0 million in fiscal 2019, $413.4 million in fiscal 2018 and $921.9 million in fiscal 2017.  Included in these amounts were net increases in total non-recourse notes payable of $890.8 million, $902.2 million and $1.21 billion, respectively, which were used to provide the financing for the majority of the increases of $1.05 billion, $1.08 billion and $1.21 billion, respectively, in auto loan receivables (see Operating Activities).  During fiscal 2019 and fiscal 2018, we increased net borrowings under the revolving credit facility by $168.9 million and $42.6 million, respectively. During fiscal 2017, we sold $500 million of senior unsecured notes in a private placement, and used a portion of the proceeds to reduce net borrowings under our revolving credit facility. Net cash provided by financing activities was reduced by stock repurchases of $904.7 million in fiscal 2019, $579.6 million in fiscal 2018 and $564.3 million in fiscal 2017


37



TOTAL DEBT AND CASH AND CASH EQUIVALENTS
 
 
As of February 28
(In thousands) Debt Description (1)
Maturity Date
2019
 
2018
Revolving credit facility (2)
August 2020
$
366,529

 
$
197,627

Term loan (2)
August 2020
300,000

 
300,000

3.86% Senior notes
April 2023
100,000

 
100,000

4.17% Senior notes
April 2026
200,000

 
200,000

4.27% Senior notes
April 2028
200,000

 
200,000

Financing and capital lease obligations
Various (3)
527,406

 
500,363

Non-recourse notes payable
Various dates through August 2025
12,535,405

 
11,644,615

Total debt (4)
 
$
14,229,340

 
$
13,142,605

Cash and cash equivalents
 
$
46,938

 
$
44,525

(1) 
Interest is payable monthly, with the exception of our senior notes, which are payable semi-annually.
(2) 
Borrowings accrue interest at variable rates based on LIBOR, the federal funds rate, or the prime rate, depending on the type of borrowing.
(3) 
See Note 15 for additional information on financing and capital lease obligations.
(4) 
Total debt excludes unamortized debt issuance costs. See Note 11 for additional information.

Borrowings under our $1.20 billion unsecured revolving credit facility are available for working capital and general corporate purposes, and the unused portion is fully available to us.  The credit facility, term loan and senior note agreements contain representations and warranties, conditions and covenants.  If these requirements were not met, all amounts outstanding or otherwise owed could become due and payable immediately and other limitations could be placed on our ability to use any available borrowing capacity. 
See Note 11 for additional information on our revolving credit facility, term loan, senior notes and financing and capital lease obligations.
CAF auto loan receivables are primarily funded through our warehouse facilities and asset-backed term funding transactions.  These non-recourse funding vehicles are structured to legally isolate the auto loan receivables, and we would not expect to be able to access the assets of our non-recourse funding vehicles, even in insolvency, receivership or conservatorship proceedings.  Similarly, the investors in the non-recourse notes payable have no recourse to our assets beyond the related receivables, the amounts on deposit in reserve accounts and the restricted cash from collections on auto loan receivables.  We do, however, continue to have the rights associated with the interest we retain in these non-recourse funding vehicles.
As of February 28, 2019, $10.66 billion and $1.88 billion of non-recourse notes payable were outstanding related to asset-backed term funding transactions and our warehouse facilities, respectively.  During fiscal 2019, we funded a total of $5.76 billion in asset-backed term funding transactions.
We have periodically increased our warehouse facility limit over time, as our store base, sales and CAF loan originations have grown. See Notes 1(F) and 11 for additional information on the warehouse facilities. 
The agreements related to the warehouse facilities include various representations and warranties, covenants and performance triggers.  If these requirements are not met, we could be unable to continue to fund receivables through the warehouse facilities.  We generally repurchase the receivables funded through these warehouse facilities when we enter into an asset-backed term funding transaction. If our counterparties were to refuse to permit these repurchases it could impact our ability to execute on our funding program. In addition, warehouse facility investors could charge us a higher rate of interest and could have us replaced as servicer.  Further, we could be required to deposit collections on the related receivables with the warehouse facility agents on a daily basis and deliver executed lockbox agreements to the warehouse facility agents.
We expect that adjusted net cash provided by operations, borrowings under existing, new or expanded credit facilities and other funding arrangements will be sufficient to fund CAF, capital expenditures, repurchases of stock and working capital for the foreseeable future.  We anticipate that we will be able to enter into new, or renew or expand existing, funding arrangements to meet our future funding needs.  However, based on conditions in the credit markets, the cost for these arrangements could be materially higher than historical levels and the timing and capacity of these transactions could be dictated by market availability rather than our requirements.

38



The timing and amount of stock repurchases are determined based on share price, market conditions, legal requirements and other factors.  Shares repurchased are deemed authorized but unissued shares of common stock.  As of February 28, 2019, a total of $2.75 billion of board authorizations for repurchases were outstanding, with no expiration date.  At that date, $2.11 billion remained available for repurchase. See Note 12 for more information on share repurchase activity.
Fair Value Measurements.  We recognize money market securities, mutual fund investments and derivative instruments at fair value.  See Note 6 for more information on fair value measurements.
 
CONTRACTUAL OBLIGATIONS (1)  
 
As of February 28, 2019
 
 
 
Less Than
 
1 to 3
 
3 to 5
 
More Than
 
 
(In millions)
Total
 
1 Year
 
Years
 
Years
 
5 Years
 
Other
Short-term debt
$
1.1

 
$
1.1

 
$

 
$

 
$

 
$

Long-term debt
1,165.4

 

 
665.4

 
100.0

 
400.0

 

Interest on debt (2)
161.1

 
20.7

 
41.5

 
39.6

 
59.3

 

Financing and capital lease obligations (3)
1,109.2

 
55.6

 
102.9

 
100.5

 
850.2

 

Operating leases (3) 
842.7

 
55.3

 
101.0

 
91.3

 
595.1

 

Purchase obligations (4) 
169.9

 
81.0

 
49.7

 
25.8

 
13.4

 

Defined benefit retirement plans (5) 
76.7

 
0.5

 

 

 

 
76.2

Unrecognized tax benefits (6) 
27.3

 

 

 

 

 
27.3

Total
$
3,553.4

 
$
214.2

 
$
960.5

 
$
357.2

 
$
1,918.0

 
$
103.5

 
(1) 
This table excludes the non-recourse notes payable that relate to auto loan receivables funded through asset-backed term funding transactions and our warehouse facilities.  These receivables can only be used as collateral to settle obligations of these vehicles.  In addition, the investors in the non-recourse notes payable have no recourse to our assets beyond the related receivables, the amounts on deposit in reserve accounts and the restricted cash from collections on auto loan receivables.  See Note 1(F) and 11.
(2) 
Represents interest payments to be made on our fixed-rate senior notes. Due to the uncertainty of forecasting expected variable interest rate payments associated with our revolving credit facility and term loan, such amounts are not included in the table.  See Note 11.
(3) 
Excludes taxes, insurance and other costs payable directly by us.  These costs vary from year to year and are incurred in the ordinary course of business.  See Note 15.
(4) 
Includes certain enforceable and legally binding obligations related to real estate purchases, third-party outsourcing services and advertising.  Purchase obligations exclude agreements that are cancellable at any time without penalty. See Note 17(B).
(5) 
Represents the recognized funded status of our retirement plans, of which $76.2 million has no contractual payment schedule and we expect payments to occur beyond 12 months from February 28, 2019.  See Note 10.
(6) 
Represents the net unrecognized tax benefits related to uncertain tax positions.  The timing of payments associated with these tax benefits could not be estimated as of February 28, 2019.  See Note 9.

39



Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Exposure - Non-Recourse Notes Payable
As of February 28, 2019 and 2018, all loans in our portfolio of managed receivables were fixed-rate installment contracts.  Financing for these receivables was achieved primarily through non-recourse funding vehicles that, in turn, issued both fixed- and variable-rate notes. Non-recourse funding vehicles include warehouse facilities and asset-backed term funding transactions. 
Borrowings under our warehouse facilities are variable-rate debt and are secured by auto loan receivables.  The receivables are funded through the warehouse facilities until we elect to fund them through an asset-backed term funding transaction, which issue notes payable that accrue interest predominantly at fixed rates.  
Interest rate risk related to variable-rate debt is primarily mitigated by entering into derivative instruments. Our derivative instruments are used to manage differences in the amount of our known or expected cash receipts and our known or expected cash payments principally related to the funding of our auto loan receivables. Disruptions in the credit markets or unexpected changes in prepayment activity could impact the effectiveness of our hedging strategies.  Generally, changes in interest rates associated with underlying swaps will not have a material impact on earnings; however, they could have a material impact on cash and cash flows.
Absent any additional actions by the company to further mitigate risk, a 100-basis point increase in market interest rates associated with non-recourse funding vehicles would have decreased our fiscal 2019 net earnings per share by approximately $0.09.

Credit risk is the exposure to nonperformance of another party to an agreement.  We mitigate credit risk by dealing with highly rated bank counterparties.  The market and credit risks associated with derivative instruments are similar to those relating to other types of financial instruments.  See Notes 5 and 6 for additional information on derivative instruments and hedging activities.

COMPOSITION OF NON-RECOURSE NOTES PAYABLE
 
As of February 28
(In millions)
2019
 
2018
Fixed-rate
$
10,153.2

 
$
9,367.4

Variable-rate (1)
2,382.2

 
2,277.2

Total
$
12,535.4

 
$
11,644.6

 
(1) 
Variable-rate debt includes borrowings under our warehouse facilities as well as the variable portion of borrowings under our asset-backed term funding transactions.  See Note 11.
 
Interest Rate Exposure - Other Debt
We have interest rate risk from changing interest rates related to borrowings under our revolving credit facility.  We also have interest rate risk from changing interest rates related to borrowings under our term loan; however, a portion of the variable-rate risk is mitigated by a derivative instrument. Substantially all of these borrowings are variable-rate debt based on LIBOR.  A 100-basis point increase in market interest rates would have decreased our fiscal 2019 net earnings per share by approximately $0.01
Other Market Exposures
Our pension plan has interest rate risk related to its projected benefit obligation (“PBO”).  Due to the relatively young overall age of the plan’s participants, a 100-basis point change in the discount rate has approximately a 20% effect on the PBO balance.  A 100-basis point decrease in the discount rate would have decreased our fiscal 2019 net earnings per share by less than $0.01.  See Note 10 for more information on our benefit plans.
 
As our cash-settled restricted stock units are liability awards, the related compensation expense is sensitive to changes in the company’s stock price.  The mark-to-market effect on the liability depends on each award’s grant price and previously recognized expense.  At February 28, 2019, a $1.00 change in the company’s stock price would have affected fiscal 2019 net earnings per share by less than $0.01.

40



Item 8.  Consolidated Financial Statements and Supplementary Data.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of February 28, 2019.
KPMG LLP, the company’s independent registered public accounting firm, has issued a report on our internal control over financial reporting.  Their report is included herein. 


image1a02.jpg
WILLIAM D. NASH
PRESIDENT AND CHIEF EXECUTIVE OFFICER



image1a01.jpg
THOMAS W. REEDY
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

41



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
To the Shareholders and Board of Directors
CarMax, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of CarMax, Inc. and subsidiaries (the Company) as of February 28, 2019 and 2018, the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended February 28, 2019 and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of February 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended February 28, 2019, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

42



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

We have served as the Company’s auditor since 1996.

image2a01.jpg
Richmond, Virginia
April 19, 2019

43



CONSOLIDATED STATEMENTS OF EARNINGS

 
Years Ended February 28
(In thousands except per share data)
2019
 
% (1)
 
2018
 
% (1)
 
2017
 
% (1)
SALES AND OPERATING REVENUES:
 

 
 
 
 
 
 

 
 
 
 
Used vehicle sales
$
15,172,772

 
83.5
 
$
14,392,360

 
84.1

 
$
13,270,662

 
83.6
Wholesale vehicle sales
2,392,992

 
13.2
 
2,181,156

 
12.7

 
2,082,464

 
13.1
Other sales and revenues
607,336

 
3.3
 
546,693

 
3.2

 
521,992

 
3.3
NET SALES AND OPERATING REVENUES
18,173,100

 
100.0
 
17,120,209

 
100.0

 
15,875,118

 
100.0
COST OF SALES:
 
 
 
 
 
 
 
 
 
 
 
Used vehicle cost of sales
13,544,033

 
74.5
 
12,824,741

 
74.9

 
11,818,951

 
74.4
Wholesale vehicle cost of sales
1,961,959

 
10.8
 
1,788,704

 
10.4

 
1,719,821

 
10.8
Other cost of sales
186,517

 
1.0
 
177,905

 
1.0

 
153,052

 
1.0
TOTAL COST OF SALES
15,692,509

 
86.4
 
14,791,350

 
86.4

 
13,691,824

 
86.2
GROSS PROFIT 
2,480,591

 
13.6
 
2,328,859

 
13.6

 
2,183,294

 
13.8
CARMAX AUTO FINANCE INCOME 
438,690

 
2.4
 
421,182

 
2.5

 
368,984

 
2.3
Selling, general and administrative expenses
1,730,275

 
9.5
 
1,617,051

 
9.4

 
1,488,504

 
9.4
Interest expense
75,792

 
0.4
 
70,745

 
0.4

 
56,416

 
0.4
Other expense (income)
408

 
 
(1,363
)
 

 
953

 
Earnings before income taxes
1,112,806

 
6.1
 
1,063,608

 
6.2

 
1,006,405

 
6.3
Income tax provision
270,393

 
1.5
 
399,496

 
2.3

 
379,435

 
2.4
NET EARNINGS 
$
842,413

 
4.6
 
$
664,112

 
3.9

 
$
626,970

 
3.9
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES:
 

 
 
 
 

 
 

 
 

 
 
Basic
174,463

 
 
 
182,660

 
 
 
190,343

 
 
Diluted
175,884

 
 
 
184,470

 
 
 
192,215

 
 
NET EARNINGS PER SHARE: