UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended August 31, ~~2020~~2021


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

Commission File Number: 1-31420

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia

54-1821055

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway

23238

Richmond,

Virginia

(Address of Principal Executive Offices)

(Zip Code)

(804) 747-0422

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding as of September ~~30, 2020~~29, 2021
Common Stock, par value $0.50						~~164,086,883~~162,113,218

Page 1

CARMAX, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page

No.

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements:

Consolidated Statements of Earnings (Unaudited) –

Three and Six Months Ended August 31, ~~2020~~2021 and ~~2019~~2020

Consolidated Statements of Comprehensive Income (Unaudited) –

Three and Six Months Ended August 31, ~~2020~~2021 and ~~2019~~2020

Consolidated Balance Sheets (Unaudited) –

August 31, ~~2020~~2021 and February ~~29, 2020~~28, 2021

Consolidated Statements of Cash Flows (Unaudited) –

Six Months Ended August 31, ~~2020~~2021 and ~~2019~~2020

Consolidated Statements of Shareholders’ Equity (Unaudited) –

Three and Six Months Ended August 31, ~~2020~~2021 and ~~2019~~2020

Notes to Consolidated Financial Statements (Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

2730

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4447

Item 4.

Controls and Procedures

4447

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

4548

Item 1A.

Risk Factors

4548

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4548

Item 5.

Other Information

Item 6.

Exhibits

4649

SIGNATURES

4750

Page 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)


		Three Months Ended August 31											Six Months Ended August 31											Three Months Ended August 31				Six Months Ended August 31
(In thousands except per share data)	(In thousands except per share data)	2020		%⁽¹⁾	2019		%⁽¹⁾	2020		%⁽¹⁾	2019		%⁽¹⁾	(In thousands except per share data)	2021		%(1)	2020		%(1)	2021		%(1)		2020		%(1)
SALES AND OPERATING REVENUES:	SALES AND OPERATING REVENUES:													SALES AND OPERATING REVENUES:
Used vehicle sales	Used vehicle sales	$	4,389,233	81.7	$	4,346,295	83.6	$	7,175,435	83.4	$	8,886,952	84.1	Used vehicle sales	$	6,104,366	76.4	$	4,389,233	81.7	$	12,261,710	78.2		$	7,175,435	83.4
Wholesale vehicle sales	Wholesale vehicle sales	819,082		15.2	678,286		13.0	1,161,934		13.5	1,340,735		12.7	Wholesale vehicle sales	1,701,572		21.3	819,082		15.2	3,075,929		19.6		1,161,934		13.5
Other sales and revenues	Other sales and revenues	163,851		3.0	176,570		3.4	263,579		3.1	339,782		3.2	Other sales and revenues	182,421		2.3	163,851		3.0	348,319		2.2		263,579		3.1
NET SALES AND OPERATING REVENUES	NET SALES AND OPERATING REVENUES	5,372,166		100.0	5,201,151		100.0	8,600,948		100.0	10,567,469		100.0	NET SALES AND OPERATING REVENUES	7,988,359		100.0	5,372,166		100.0	15,685,958		100.0		8,600,948		100.0
COST OF SALES:	COST OF SALES:													COST OF SALES:
Used vehicle cost of sales	Used vehicle cost of sales	3,908,065		72.7	3,889,917		74.8	6,432,741		74.8	7,933,741		75.1	Used vehicle cost of sales	5,597,842		70.1	3,908,065		72.7	11,158,179		71.1		6,432,741		74.8
Wholesale vehicle cost of sales	Wholesale vehicle cost of sales	674,712		12.6	560,906		10.8	955,634		11.1	1,097,396		10.4	Wholesale vehicle cost of sales	1,512,559		18.9	674,712		12.6	2,701,072		17.2		955,634		11.1
Other cost of sales	Other cost of sales	37,246		0.7	56,875		1.1	106,247		1.2	100,496		1.0	Other cost of sales	62,474		0.8	37,246		0.7	86,714		0.6		106,247		1.2
TOTAL COST OF SALES	TOTAL COST OF SALES	4,620,023		86.0	4,507,698		86.7	7,494,622		87.1	9,131,633		86.4	TOTAL COST OF SALES	7,172,875		89.8	4,620,023		86.0	13,945,965		88.9		7,494,622		87.1
GROSS PROFIT	GROSS PROFIT	752,143		14.0	693,453		13.3	1,106,326		12.9	1,435,836		13.6	GROSS PROFIT	815,484		10.2	752,143		14.0	1,739,993		11.1		1,106,326		12.9
CARMAX AUTO FINANCE INCOME	CARMAX AUTO FINANCE INCOME	147,195		2.7	114,131		2.2	198,145		2.3	230,090		2.2	CARMAX AUTO FINANCE INCOME	200,033		2.5	147,195		2.7	441,764		2.8		198,145		2.3
Selling, general and administrative expenses	Selling, general and administrative expenses	490,208		9.1	480,831		9.2	863,924		10.0	970,491		9.2	Selling, general and administrative expenses	574,286		7.2	441,923		8.2	1,128,355		7.2		766,814		8.9
Depreciation and amortization														Depreciation and amortization	52,789		0.7	48,285		0.9	102,679		0.7		97,110		1.1
Interest expense	Interest expense	22,469		0.4	21,073		0.4	46,427		0.5	38,857		0.4	Interest expense	22,410		0.3	22,469		0.4	42,944		0.3		46,427		0.5
Other (income) expense	Other (income) expense	(1,680)		0	143		0	1,615		0	(216)		0	Other (income) expense	(1,782)		—	(1,680)		—	(27,359)		(0.2)		1,615		—
Earnings before income taxes	Earnings before income taxes	388,341		7.2	305,537		5.9	392,505		4.6	656,794		6.2	Earnings before income taxes	367,814		4.6	388,341		7.2	935,138		6.0		392,505		4.6
Income tax provision	Income tax provision	91,645		1.7	71,938		1.4	90,831		1.1	156,451		1.5	Income tax provision	82,547		1.0	91,645		1.7	213,115		1.4		90,831		1.1
NET EARNINGS	NET EARNINGS	$	296,696	5.5	$	233,599	4.5	$	301,674	3.5	$	500,343	4.7	NET EARNINGS	$	285,267	3.6	$	296,696	5.5	$	722,023	4.6		$	301,674	3.5
WEIGHTED AVERAGE COMMON SHARES:	WEIGHTED AVERAGE COMMON SHARES:													WEIGHTED AVERAGE COMMON SHARES:
Basic	Basic	163,434			165,354			163,053			165,839			Basic	162,966			163,434			163,058				163,053
Diluted	Diluted	165,623			167,272			164,580			167,458			Diluted	165,643			165,623			165,969				164,580
NET EARNINGS PER SHARE:	NET EARNINGS PER SHARE:													NET EARNINGS PER SHARE:
Basic	Basic	$	1.82		$	1.41		$	1.85		$	3.02		Basic	$	1.75		$	1.82		$	4.43			$	1.85
Diluted	Diluted	$	1.79		$	1.40		$	1.83		$	2.99		Diluted	$	1.72		$	1.79		$	4.35			$	1.83

⁽¹⁾Percents are calculated as a percentage of net sales and operating revenues and may not total due to rounding.

See accompanying notes to consolidated financial statements.

Page 3

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
NET EARNINGS	NET EARNINGS	$	296,696	$	233,599	$	301,674	$	500,343	NET EARNINGS	$	285,267	$	296,696	$	722,023	$	301,674
Other comprehensive income (loss), net of taxes:	Other comprehensive income (loss), net of taxes:									Other comprehensive income (loss), net of taxes:
Net change in retirement benefit plan unrecognized actuarial losses	Net change in retirement benefit plan unrecognized actuarial losses	728		356		1,456		711		Net change in retirement benefit plan unrecognized actuarial losses	658		728		1,317		1,456
Net change in cash flow hedge unrecognized losses	Net change in cash flow hedge unrecognized losses	4,251		(10,780)		(11,811)		(24,331)		Net change in cash flow hedge unrecognized losses	2,753		4,251		5,031		(11,811)
Other comprehensive income (loss), net of taxes	Other comprehensive income (loss), net of taxes	4,979		(10,424)		(10,355)		(23,620)		Other comprehensive income (loss), net of taxes	3,411		4,979		6,348		(10,355)
TOTAL COMPREHENSIVE INCOME	TOTAL COMPREHENSIVE INCOME	$	301,675	$	223,175	$	291,319	$	476,723	TOTAL COMPREHENSIVE INCOME	$	288,678	$	301,675	$	728,371	$	291,319

See accompanying notes to consolidated financial statements.

Page 4

CARMAX, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

As of August 31 As of February 29
(In thousands except share data) 2020 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 711,561 $ 58,211
Restricted cash from collections on auto loans receivable 520,876 481,043
Accounts receivable, net 203,155 191,090
Inventory 2,824,959 2,846,416
Other current assets 67,308 86,927
TOTAL CURRENT ASSETS 4,327,859 3,663,687
Auto loans receivable, net of allowance for loan losses of $432,546 and $157,796 as of August 31, 2020 and February 29, 2020, respectively 13,013,106 13,551,711
Property and equipment, net of accumulated depreciation of $1,342,321 and $1,266,920 as of August 31, 2020 and February 29, 2020, respectively 3,044,773 3,069,102
Deferred income taxes 133,749 89,842
Operating lease assets 444,158 449,094
Other assets 282,661 258,746
TOTAL ASSETS $ 21,246,306 $ 21,082,182
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 683,715 $ 737,144
Accrued expenses and other current liabilities 350,185 331,738
Accrued income taxes 64,734 1,389
Current portion of operating lease liabilities 31,616 30,980
Short-term debt 838 40
Current portion of long-term debt 10,005 9,251
Current portion of non-recourse notes payable 457,849 424,165
TOTAL CURRENT LIABILITIES 1,598,942 1,534,707
Long-term debt, excluding current portion 1,896,784 1,778,672
Non-recourse notes payable, excluding current portion 12,900,984 13,165,384
Operating lease liabilities, excluding current portion 435,113 440,671
Other liabilities 431,923 393,873
TOTAL LIABILITIES 17,263,746 17,313,307
Commitments and contingent liabilities
SHAREHOLDERS’ EQUITY:
Common stock, $0.50 par value; 350,000,000 shares authorized; 164,162,253 and 163,081,376 shares issued and outstanding as of August 31, 2020 and February 29, 2020, respectively 82,081 81,541
Capital in excess of par value 1,460,300 1,348,988
Accumulated other comprehensive loss (160,426) (150,071)
Retained earnings 2,600,605 2,488,417
TOTAL SHAREHOLDERS’ EQUITY 3,982,560 3,768,875
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 21,246,306 $ 21,082,182


	As of August 31		As of February 28
(In thousands except share data)	2021		2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	58,095	$	132,319
Restricted cash from collections on auto loans receivable	570,567		496,415
Accounts receivable, net	517,260		239,070
Inventory	4,105,458		3,157,159
Other current assets	119,916		91,833
TOTAL CURRENT ASSETS	5,371,296		4,116,796
Auto loans receivable, net of allowance for loan losses of $398,058 and $411,150 as of August 31, 2021 and February 28, 2021, respectively	14,656,170		13,489,819
Property and equipment, net of accumulated depreciation of $1,497,605 and $1,414,264 as of August 31, 2021 and February 28, 2021, respectively	3,128,896		3,055,563
Deferred income taxes	117,288		164,261
Operating lease assets	553,727		431,652
Goodwill	150,343		653
Other assets	475,602		282,797
TOTAL ASSETS	$	24,453,322	$	21,541,541

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	903,847	$	799,333
Accrued expenses and other current liabilities	487,771		415,465
Accrued income taxes	422		218
Current portion of operating lease liabilities	43,676		30,953
Short-term debt	167		—
Current portion of long-term debt	10,562		9,927
Current portion of non-recourse notes payable	512,515		442,652
TOTAL CURRENT LIABILITIES	1,958,960		1,698,548
Long-term debt, excluding current portion	2,190,415		1,322,415
Non-recourse notes payable, excluding current portion	14,439,700		13,297,504
Operating lease liabilities, excluding current portion	538,296		423,618
Other liabilities	410,772		434,843
TOTAL LIABILITIES	19,538,143		17,176,928

Commitments and contingent liabilities	0		0
SHAREHOLDERS’ EQUITY:
Common stock, $0.50 par value; 350,000,000 shares authorized; 162,470,173 and 163,172,333 shares issued and outstanding as of August 31, 2021 and February 28, 2021, respectively	81,235		81,586
Capital in excess of par value	1,653,066		1,513,821
Accumulated other comprehensive loss	(112,343)		(118,691)
Retained earnings	3,293,221		2,887,897
TOTAL SHAREHOLDERS’ EQUITY	4,915,179		4,364,613
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	24,453,322	$	21,541,541

See accompanying notes to consolidated financial statements.

Page 5

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended August 31
(In thousands) 2020 2019
OPERATING ACTIVITIES:
Net earnings $ 301,674 $ 500,343
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization 118,967 103,468
Share-based compensation expense 62,794 68,887
Provision for loan losses 147,977 83,693
Provision for cancellation reserves 35,678 45,471
Deferred income tax provision 8,598 3,812
Other 5,098 3,718
Net (increase) decrease in:
Accounts receivable, net (12,065) (1,241)
Inventory 21,457 (85,295)
Other current assets 19,691 (48,452)
Auto loans receivable, net 188,601 (721,165)
Other assets (6,586) 15,421
Net increase (decrease) in:
Accounts Payable, accrued expenses and other
current liabilities and accrued income taxes 24,912 (26,632)
Other liabilities (27,020) (67,484)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 889,776 (125,456)
INVESTING ACTIVITIES:
Capital expenditures (91,998) (171,347)
Proceeds from disposal of property and equipment 826 3
Purchases of investments (2,566) (8,244)
Sales of investments 1,381 720
NET CASH USED IN INVESTING ACTIVITIES (92,357) (178,868)
FINANCING ACTIVITIES:
Increase (decrease) in short-term debt, net 798 (214)
Proceeds from issuances of long-term debt 1,542,500 3,293,500
Payments on long-term debt (1,425,084) (3,284,866)
Cash paid for debt issuance costs (8,037) (10,862)
Payments on finance lease obligations (2,880) (1,694)
Issuances of non-recourse notes payable 4,798,000 5,748,000
Payments on non-recourse notes payable (5,028,898) (5,141,901)
Repurchase and retirement of common stock (54,151) (341,929)
Equity issuances 91,724 86,521
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (86,028) 346,555
Increase in cash, cash equivalents, and restricted cash 711,391 42,231
Cash, cash equivalents, and restricted cash at beginning of year 656,390 595,377
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 1,367,781 $ 637,608
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents $ 711,561 $ 40,737
Restricted cash from collections on auto loans receivable 520,876 483,374
Restricted cash included in other assets 135,344 113,497
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 1,367,781 $ 637,608


	Six Months Ended August 31
(In thousands)	2021		2020
OPERATING ACTIVITIES:
Net earnings	$	722,023	$	301,674
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization	129,300		118,967
Share-based compensation expense	72,780		62,794
Provision for loan losses	11,107		147,977
Provision for cancellation reserves	62,886		35,678
Deferred income tax provision	32,502		8,598
Other	(19,883)		5,098
Net (increase) decrease in:
Accounts receivable, net	(244,471)		(12,065)
Inventory	(948,299)		21,457
Other current assets	(26,496)		19,691
Auto loans receivable, net	(1,177,458)		188,601
Other assets	(9,745)		(6,586)
Net increase (decrease) in:
Accounts payable, accrued expenses and other
current liabilities and accrued income taxes	115,542		24,912
Other liabilities	(105,109)		(27,020)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(1,385,321)		889,776
INVESTING ACTIVITIES:
Capital expenditures	(137,838)		(91,998)
Proceeds from disposal of property and equipment	260		826
Proceeds from sale of business	602		—
Purchases of investments	(12,651)		(2,566)
Sales and returns of investments	10,954		1,381
Business acquisition, net of cash acquired	(241,563)		—
NET CASH USED IN INVESTING ACTIVITIES	(380,236)		(92,357)
FINANCING ACTIVITIES:
Increase in short-term debt, net	167		798
Proceeds from issuances of long-term debt	3,035,601		1,542,500
Payments on long-term debt	(2,168,411)		(1,425,084)
Cash paid for debt issuance costs	(9,547)		(8,037)
Payments on finance lease obligations	(5,709)		(2,880)
Issuances of non-recourse notes payable	7,414,283		4,798,000
Payments on non-recourse notes payable	(6,201,801)		(5,028,898)
Repurchase and retirement of common stock	(355,495)		(54,151)
Equity issuances	60,087		91,724
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,769,175		(86,028)
Increase in cash, cash equivalents, and restricted cash	3,618		711,391
Cash, cash equivalents, and restricted cash at beginning of year	771,947		656,390
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	775,565	$	1,367,781

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	58,095	$	711,561
Restricted cash from collections on auto loans receivable	570,567		520,876
Restricted cash included in other assets	146,903		135,344
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	775,565	$	1,367,781

See accompanying notes to consolidated financial statements.

Page 6

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(Unaudited)


		Six Months Ended August 31, 2020																					Six Months Ended August 31, 2021
									Accumulated												Accumulated
		Common			Capital in				Other					Common			Capital in				Other
		Shares	Common		Excess of		Retained		Comprehensive					Shares	Common		Excess of		Retained		Comprehensive
(In thousands)	(In thousands)	Outstanding	Stock		Par Value		Earnings		Loss		Total		(In thousands)	Outstanding	Stock		Par Value		Earnings		Loss		Total
Balance as of February 29, 2020		163,081	$	81,541	$	1,348,988	$	2,488,417	$	(150,071)	$	3,768,875
Balance as of February 28, 2021													Balance as of February 28, 2021	163,172	$	81,586	$	1,513,821	$	2,887,897	$	(118,691)	$	4,364,613
Net earnings	Net earnings	—	—		—		4,978		—		4,978		Net earnings	—	—		—		436,756		—		436,756
Other comprehensive loss		—	—		—		—		(15,334)		(15,334)
Other comprehensive income													Other comprehensive income	—	—		—		—		2,937		2,937
Share-based compensation expense	Share-based compensation expense	—	—		17,652		—		—		17,652		Share-based compensation expense	—	—		20,102		—		—		20,102

Repurchases of common stock	Repurchases of common stock	(515)	(258)		(4,271)		(36,180)		—		(40,709)		Repurchases of common stock	(998)	(499)		(9,348)		(114,695)		—		(124,542)
Exercise of common stock options	Exercise of common stock options	35	18		1,688		—		—		1,706		Exercise of common stock options	375	187		21,403		—		—		21,590
Stock incentive plans, net shares issued	Stock incentive plans, net shares issued	154	77		(5,629)		—		—		(5,552)		Stock incentive plans, net shares issued	254	127		(18,102)		—		—		(17,975)
Adoption of CECL		—	—		—		(153,306)		—		(153,306)
Balance as of May 31, 2020		162,755	$	81,378	$	1,358,428	$	2,303,909	$	(165,405)	$	3,578,310

Balance as of May 31, 2021													Balance as of May 31, 2021	162,803	$	81,401	$	1,527,876	$	3,209,958	$	(115,754)	$	4,703,481
Net earnings	Net earnings	—	—		—		296,696		—		296,696		Net earnings	—	—		—		285,267		—		285,267
Other comprehensive income	Other comprehensive income	—	—		—		—		4,979		4,979		Other comprehensive income	—	—		—		—		3,411		3,411
Share-based compensation expense	Share-based compensation expense	—	—		12,568		—		—		12,568		Share-based compensation expense	—	—		14,116		—		—		14,116
Shares issued for acquisition													Shares issued for acquisition	776	388		90,183		—		—		90,571
Repurchases of common stock	Repurchases of common stock	0	0		0		0		—		0		Repurchases of common stock	(1,754)	(877)		(17,164)		(202,004)		—		(220,045)
Exercise of common stock options	Exercise of common stock options	1,403	701		89,318		—		—		90,019		Exercise of common stock options	621	311		38,185		—		—		38,496
Stock incentive plans, net shares issued	Stock incentive plans, net shares issued	4	2		(14)		—		—		(12)		Stock incentive plans, net shares issued	24	12		(130)		—		—		(118)
Balance as of August 31, 2020		164,162	$	82,081	$	1,460,300	$	2,600,605	$	(160,426)	$	3,982,560
Balance as of August 31, 2021													Balance as of August 31, 2021	162,470	$	81,235	$	1,653,066	$	3,293,221	$	(112,343)	$	4,915,179

See accompanying notes to consolidated financial statements.

Page 7

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(Unaudited)


		Six Months Ended August 31, 2019																					Six Months Ended August 31, 2020
									Accumulated												Accumulated
		Common			Capital in				Other					Common			Capital in				Other
		Shares	Common		Excess of		Retained		Comprehensive					Shares	Common		Excess of		Retained		Comprehensive
(In thousands)	(In thousands)	Outstanding	Stock		Par Value		Earnings		Loss		Total		(In thousands)	Outstanding	Stock		Par Value		Earnings		Loss		Total
Balance as of February 28, 2019		167,479	$	83,739	$	1,237,153	$	2,104,146	$	(68,010)	$	3,357,028
Balance as of February 29, 2020													Balance as of February 29, 2020	163,081	$	81,541	$	1,348,988	$	2,488,417	$	(150,071)	$	3,768,875
Adoption of CECL													Adoption of CECL	—	—		—		(153,306)		—		(153,306)
Net earnings	Net earnings	—	—		—		266,744		—		266,744		Net earnings	—	—		—		4,978		—		4,978
Other comprehensive loss	Other comprehensive loss	—	—		—		—		(13,196)		(13,196)		Other comprehensive loss	—	—		—		—		(15,334)		(15,334)
Share-based compensation expense	Share-based compensation expense	—	—		18,912		—		—		18,912		Share-based compensation expense	—	—		17,652		—		—		17,652
Repurchases of common stock	Repurchases of common stock	(2,953)	(1,476)		(21,991)		(181,368)		—		(204,835)		Repurchases of common stock	(515)	(258)		(4,271)		(36,180)		—		(40,709)
Exercise of common stock options	Exercise of common stock options	727	363		32,888		—		—		33,251		Exercise of common stock options	35	18		1,688		—		—		1,706
Stock incentive plans, net shares issued	Stock incentive plans, net shares issued	142	71		(5,220)		—		—		(5,149)		Stock incentive plans, net shares issued	154	77		(5,629)		—		—		(5,552)

Balance as of May 31, 2019		165,395	$	82,697	$	1,261,742	$	2,189,522	$	(81,206)	$	3,452,755
Balance as of May 31, 2020													Balance as of May 31, 2020	162,755	$	81,378	$	1,358,428	$	2,303,909	$	(165,405)	$	3,578,310
Net earnings	Net earnings	—	—		—		233,599		—		233,599		Net earnings	—	—		—		296,696		—		296,696
Other comprehensive loss		—	—		—		—		(10,424)		(10,424)
Other comprehensive income													Other comprehensive income	—	—		—		—		4,979		4,979
Share-based compensation expense	Share-based compensation expense	—	—		10,757		—		—		10,757		Share-based compensation expense	—	—		12,568		—		—		12,568
Repurchases of common stock	Repurchases of common stock	(1,526)	(763)		(11,933)		(115,666)		—		(128,362)		Repurchases of common stock	—	—		—		—		—		—
Exercise of common stock options	Exercise of common stock options	1,008	504		52,766		—		—		53,270		Exercise of common stock options	1,403	701		89,318		—		—		90,019
Stock incentive plans, net shares issued	Stock incentive plans, net shares issued	9	4		(42)		—		—		(38)		Stock incentive plans, net shares issued	4	2		(14)		—		—		(12)

Balance as of August 31, 2019		164,886	$	82,442	$	1,313,290	$	2,307,455	$	(91,630)	$	3,611,557
Balance as of August 31, 2020													Balance as of August 31, 2020	164,162	$	82,081	$	1,460,300	$	2,600,605	$	(160,426)	$	3,982,560

See accompanying notes to consolidated financial statements.

Page 8

CARMAX, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1.Background

Business. CarMax, Inc. (“we,” “our,” “us,” “CarMax” and “the company”), including its wholly owned subsidiaries, is the nation’s largest and most profitable retailer of used vehicles. We operate in 2 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. On June 1, 2021, we completed the acquisition of Edmunds Holding Company (“Edmunds”), which does not meet the quantitative thresholds to be considered a reportable segment.See Note 17 for additional information on our reportable segments and Note 2 for additional information regarding our acquisition of Edmunds.

We deliver 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. Our omni-channel ~~experience,~~platform, which gives us the largest addressable market in the used car industry, empowers our retail customers to buy a car on their terms – online, in-store or a seamless ~~integration~~combination of both. Customers can choose to complete the car-buying experience in-person at one of our stores; or buy the car online and receive delivery through contactless curbside pickup, available nationwide, or home delivery, available to most customers. We offer customers a range of related products and services, including the appraisal and purchase of vehicles directly from consumers; the financing of retail vehicle purchases through CAF and third-party finance providers; the sale of extended protection plan (“EPP”) products, which include extended service plans (“ESPs”) and guaranteed asset protection (“GAP”); and vehicle repair service. Vehicles purchased through the appraisal process that do not meet our retail standards are sold to licensed dealers through on-site or virtual wholesale auctions.

Basis of Presentation and Use of Estimates. The accompanying interim unaudited consolidated financial statements include the accounts of CarMax and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such interim consolidated financial statements reflect all normal recurring adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year.

The accounting policies followed in the presentation of our interim financial results are consistent with those included in the company’s Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020~~28, 2021 (the ~~“2020~~“2021 Annual Report”), with the exception of those related to recent accounting pronouncements adopted in the current fiscal ~~year as disclosed in the company's Quarterly Report on Form 10-Q for the period ended May 31, 2020 (the "first quarter 2021 10-Q").~~year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in our ~~2020~~2021 Annual ~~Report and the unaudited consolidated financial statements and footnotes included in our first quarter 2021 10-Q.~~Report.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. In particular, the novel coronavirus (“COVID-19”) pandemic ~~and the resulting~~continues to have an adverse ~~impacts to~~impact on global economic conditions ~~as well as our operations,~~and may impact future estimates including, but not limited to, our allowance for loan losses, inventory valuations, fair value measurements, downward adjustments to investments in equity securities, asset impairment charges, the effectiveness of the company’s hedging instruments, deferred tax valuation allowances, cancellation reserves, actuarial losses on our retirement benefit plans and discount rate assumptions.

Depreciation and amortization previously included in selling, general, and administrative expenses is now separately presented on the consolidated statements of earnings. Prior period amounts have been reclassified to conform to the current period’s presentation. Depreciation and amortization related to other areas of our business, including cost of sales and CAF, is included in its respective line item on the consolidated statements of earnings. Certain other prior year amounts have been reclassified to conform to the current year’s presentation. Amounts and percentages may not total due to rounding.

Page 9

Recent Accounting Pronouncements.

Effective in Future Periods.

In ~~August 2020,~~July 2021, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement (ASU ~~2020-06)~~2021-05) related to ~~the measurement and disclosure requirements~~accounting for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity.sales-type leases with variable lease payments. This pronouncement is effective for fiscal years beginning after December 15, 2021, and ~~for~~ interim periods within those fiscal ~~years, beginning after December 15, 2021.~~years. We plan to adopt this pronouncement for our fiscal year beginning March 1, 2022, and we do not expect it to have a material effect on our consolidated financial statements.

2. Acquisition of Edmunds

On June 1, 2021, we completed the acquisition of Edmunds Holding Company, one of the most well established and trusted online guides for automotive information and a recognized leader in digital car shopping innovations. With this acquisition, CarMax has enhanced its digital capabilities and further strengthened its role and reach across the used auto ecosystem while adding exceptional technology and creative talent. Edmunds continues to operate independently and remains focused on delivering confidence to consumers and excellent value to its dealer and OEM clients. Additionally, this acquisition allows both businesses to accelerate their respective capabilities to deliver an enhanced digital experience to their customers by leveraging Edmunds’ compelling content and technology, CarMax’s unparalleled national scale and infrastructure, and the combined talent of both businesses.

The acquisition was accounted for in accordance with ASC Topic 805, Business Combinations, and, accordingly, Edmunds’ results of operations have been consolidated in our financial statements since the date of acquisition. We recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of June 1, 2021. The transaction costs associated with the acquisition were approximately $8.0 million and were expensed as incurred within selling, general and administrative expenses.

The following table summarizes the total purchase consideration:


(In thousands)
Total cash consideration for outstanding shares	$	251,047
Fair value of common stock (1)	90,571
Fair value of previously held equity interest	60,200
Total	$	401,818

(1) Represents the issuance of 776,097 shares of CarMax common stock to Edmunds equity holders, the fair value of which was based on the market value of CarMax common stock as of market close on the acquisition date (June 1, 2021).

In January 2020, we acquired a minority stake in Edmunds for $50 million. The noncontrolling equity investment in Edmunds was remeasured at a fair value of $60.2 million prior to the acquisition of the remaining ownership stake on June 1, 2021, which resulted in the recognition of a gain of $8.7 million. The gain is included in other income in the consolidated statements of earnings.

Page 910

The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed at the date of the acquisition and is subject to final fair value determination:


(In thousands)	Fair Value
Cash	$	9,484
Accounts receivable, net	33,719
Other current assets	2,397
Property and equipment, net	20,741
Goodwill	149,690
Intangible assets	218,000
Operating lease assets	97,250
Other assets	191
Total assets acquired	531,472

Accounts payable	5,063
Accrued expenses and other current liabilities	11,277
Current portion of operating lease liabilities	12,795
Deferred income taxes	12,255
Operating lease liabilities, excluding current portion	88,264
Total liabilities assumed	129,654
Net assets acquired	$	401,818

The excess of purchase consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill, which is primarily attributed to expected synergies and the assembled workforce of the acquired business and is not deductible for tax purposes. The fair values assigned to the net identifiable assets and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain identifiable assets and liabilities acquired, and income and non-income based taxes and residual goodwill. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Identifiable intangible assets were recognized at their estimated acquisition date fair values. The preliminary fair value of identifiable intangible assets was determined by using certain estimates and assumptions that are not observable in the market. The preliminary fair values of the trade name asset and the internally developed software asset were determined using the relief-from-royalty method, and the preliminary fair value of the customer relationships asset was determined using the excess earnings method. These income-based approaches included significant assumptions such as the amount and timing of projected cash flows, growth rates, customer attrition rates, discount rates, and the assessment of the asset’s life cycle. The preliminary estimated fair value and estimated remaining useful lives of identifiable intangible assets are as follows:


		Preliminary
(In thousands)	Useful Life (Years)	Fair Value
Trade name	Indefinite	$	31,900
Internally developed software	7	52,900
Customer relationships	17	133,200
Identifiable intangible assets		$	218,000

The operating results of Edmunds have been included in our consolidated financial statements since the date of the acquisition. Net sales and operating revenues and net earnings attributable to Edmunds were not material for the reporting periods presented. Our pro forma results as if the acquisition had taken place on the first day of fiscal 2021 would not be materially different from the amounts reflected in the accompanying consolidated financial statements, and therefore are not presented.

Page 11

2.3. Revenue

We recognize revenue when control of the good or service has been transferred to the customer, generally either at the time of sale or upon delivery to a customer. Our contracts have a fixed contract price and revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. 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. We generally expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within selling, general and administrative expenses. We do not have any significant payment terms as payment is received at or shortly after the point of sale.

Disaggregation of Revenue


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
(In millions)	(In millions)	2020		2019		2020		2019		(In millions)	2021		2020		2021		2020
Used vehicle sales	Used vehicle sales	$	4,389.2	$	4,346.3	$	7,175.4	$	8,887.0	Used vehicle sales	$	6,104.4	$	4,389.2	$	12,261.7	$	7,175.4
Wholesale vehicle sales	Wholesale vehicle sales	819.1		678.3		1,161.9		1,340.7		Wholesale vehicle sales	1,701.6		819.1		3,075.9		1,161.9
Other sales and revenues:	Other sales and revenues:									Other sales and revenues:
Extended protection plan revenues	Extended protection plan revenues	119.4		113.3		192.8		224.6		Extended protection plan revenues	113.0		119.4		247.3		192.8
Third-party finance fees, net	Third-party finance fees, net	(15.4)		(10.3)		(26.2)		(25.8)		Third-party finance fees, net	2.8		(15.4)		(1.8)		(26.2)
Advertising & subscription revenues (1)										Advertising & subscription revenues (1)	34.5		—		34.5		—
Service revenues	Service revenues	26.5		33.4		46.0		67.3		Service revenues	21.0		26.5		43.2		46.0
Other	Other	33.4		40.2		51.0		73.7		Other	11.1		33.4		25.1		51.0
Total other sales and revenues	Total other sales and revenues	163.9		176.6		263.6		339.8		Total other sales and revenues	182.4		163.9		348.3		263.6
Total net sales and operating revenues	Total net sales and operating revenues	$	5,372.2	$	5,201.2	$	8,600.9	$	10,567.5	Total net sales and operating revenues	$	7,988.4	$	5,372.2	$	15,686.0	$	8,600.9

(1) Excludes intersegment revenues that have been eliminated in consolidation. See Note 17 for further details.

Used Vehicle Sales. Revenue from the sale of used vehicles is recognized upon transfer of control of the vehicle to the customer. As part of our customer service strategy, we guarantee the retail vehicles we sell with a ~~7-day,~~30-day/1,500 mile, money-back guarantee. We record a reserve for estimated returns based on historical experience and trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with a return asset recorded in other current assets and a refund liability recorded in accrued expenses and other current liabilities. We also guarantee the used vehicles we sell with a 90-day/4,000 mile limited warranty. These warranties are deemed assurance-type warranties and are accounted for as warranty obligations. See Note 1516 for additional information on this warranty and its related obligation.

Wholesale Vehicle Sales. Wholesale vehicles are sold at our auctions, and revenue from the sale of these vehicles is recognized upon transfer of control of the vehicle to the customer. Dealers also pay a fee to us based on the sale price of the vehicles they purchase. This fee is recognized as revenue at the time of sale. While we provide condition disclosures on each wholesale vehicle sold, the vehicles are subject to a limited right of return. We record a reserve for estimated returns based on historical experience and trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with a return asset recorded in other current assets and a refund liability recorded in accrued expenses and other current liabilities.

EPP Revenues. We also sell ESP and GAP products on behalf of unrelated third parties, who are primarily responsible for fulfilling the contract, 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 finance contract. We recognize revenue, on a net basis, at the time of sale. We also record a reserve, or refund liability, 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, including those related to changes in the coverage or term of the product. The current portion of estimated cancellation reserves is recognized as a component of accrued expenses and other current liabilities with the remaining amount recognized in other liabilities. See Note 78 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 EPP revenues to the extent that it is probable that it

Page 12

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

~~Page 10~~

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 external data and 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. As of August 31, ~~2020~~2021 and February ~~29, 2020, 0~~28, 2021, no current or long-term contract asset was recognized related to cumulative profit-sharing payments to which we expect to be entitled.

Third-Party Finance Fees. 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.

Advertising and Subscription Revenues. Advertising and subscription revenues consist of revenues earned by our Edmunds business. Advertising revenues are derived from advertising contracts with automotive manufacturers based on fixed fees per impression and fees for certain activities completed by customers on the manufacturers' websites. These fees are recognized in the period the impressions are delivered or certain activities occurred. Subscription revenues are derived from packages sold to automotive dealers that include car leads, inventory listings and enhanced placement in Edmunds' dealer locator and are recognized over the period that the services are made available to the dealers. Subscription revenues also include a digital marketing subscription service, which allows dealers to gain exposure on third party partner websites. Revenues for this service are recognized on a net basis.

Service Revenues. Service revenue consists of labor and parts income related to vehicle repair service, including repairs of vehicles covered under an ESP we sell or warranty program. Service revenue is recognized at the time the work is completed.

Other Revenues. Other revenues consist primarily of new vehicle sales at our ~~two~~ new car franchise ~~locations~~location and sales of accessories. Revenue in this category is recognized upon transfer of control to the customer.

3.4. CarMax Auto Finance

CAF provides financing to qualified retail customers purchasing vehicles from CarMax. CAF provides us the opportunity to capture additional profits, cash flows and sales while managing our reliance on third-party finance sources. Management regularly analyzes CAF’s operating results by assessing profitability, the performance of the auto loans receivable, including trends in credit losses and delinquencies, and CAF direct expenses. This information is used to assess CAF’s performance and make operating decisions, including resource allocation.

We typically use securitizations or other funding arrangements to fund loans originated by CAF. CAF income primarily reflects the interest and fee income generated by the auto loans receivable less the interest expense associated with the debt issued to fund these receivables, a provision for estimated loan losses and direct CAF expenses.

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. In addition, except for auto loans receivable, which are disclosed in Note 4,5, CAF assets are not separately reported nor do we allocate assets to CAF because such allocation would not be useful to management in making operating decisions.

Page 13

Components of CAF Income


		Three Months Ended August 31											Six Months Ended August 31											Three Months Ended August 31			Six Months Ended August 31
(In millions)	(In millions)	2020		% ⁽¹⁾	2019		% ⁽¹⁾	2020		% ⁽¹⁾	2019		% ⁽¹⁾	(In millions)	2021		% (1)	2020		% (1)	2021		% (1)	2020		% (1)
Interest margin:	Interest margin:													Interest margin:
Interest and fee income	Interest and fee income	$	280.1	8.5	$	275.7	8.5	$	562.6	8.5	$	541.9	8.4	Interest and fee income	$	324.1	8.8	$	280.1	8.5	$	634.4	8.8	$	562.6	8.5
Interest expense	Interest expense	(81.3)		(2.5)	(90.6)		(2.8)	(165.9)		(2.5)	(178.0)		(2.8)	Interest expense	(60.6)		(1.7)	(81.3)		(2.5)	(126.4)		(1.8)	(165.9)		(2.5)
Total interest margin	Total interest margin	198.8		6.0	185.1		5.7	396.7		6.0	363.9		5.7	Total interest margin	263.5		7.2	198.8		6.0	508.0		7.0	396.7		6.0
Provision for loan losses	Provision for loan losses	(26.0)		(0.8)	(45.5)		(1.4)	(148.0)		(2.2)	(83.7)		(1.3)	Provision for loan losses	(35.5)		(1.0)	(26.0)		(0.8)	(11.1)		(0.2)	(148.0)		(2.2)

Total interest margin after provision for loan losses	Total interest margin after provision for loan losses	172.8		5.2	139.6		4.3	248.7		3.7	280.2		4.4	Total interest margin after provision for loan losses	228.0		6.2	172.8		5.2	496.9		6.9	248.7		3.7

Total other expense	Total other expense	(0.3)		0	0		0	(2.2)		0	0		0	Total other expense	—		—	(0.3)		—	—		—	(2.2)		—

Direct expenses:	Direct expenses:													Direct expenses:
Payroll and fringe benefit expense	Payroll and fringe benefit expense	(11.4)		(0.3)	(10.4)		(0.3)	(22.6)		(0.3)	(20.5)		(0.3)	Payroll and fringe benefit expense	(12.4)		(0.3)	(11.4)		(0.3)	(25.0)		(0.3)	(22.6)		(0.3)
Depreciation and amortization														Depreciation and amortization	(0.2)		—	(0.2)		—	(0.4)		—	(0.4)		—
Other direct expenses	Other direct expenses	(14.0)		(0.4)	(15.1)		(0.5)	(25.8)		(0.4)	(29.6)		(0.5)	Other direct expenses	(15.3)		(0.4)	(13.8)		(0.4)	(29.7)		(0.4)	(25.4)		(0.4)
Total direct expenses	Total direct expenses	(25.4)		(0.8)	(25.5)		(0.8)	(48.4)		(0.7)	(50.1)		(0.8)	Total direct expenses	(27.9)		(0.8)	(25.4)		(0.8)	(55.1)		(0.8)	(48.4)		(0.7)
CarMax Auto Finance income	CarMax Auto Finance income	$	147.2	4.5	$	114.1	3.5	$	198.1	3.0	$	230.1	3.6	CarMax Auto Finance income	$	200.0	5.4	$	147.2	4.5	$	441.8	6.1	$	198.1	3.0

Total average managed receivables	Total average managed receivables	$	13,218.8		$	13,012.1		$	13,313.6		$	12,859.7		Total average managed receivables	$	14,683.3		$	13,218.8		$	14,416.0		$	13,313.6

⁽¹⁾Annualized percentage of total average managed receivables.

~~Page 11~~

4.5. Auto Loans Receivable

Auto loans receivable include amounts due from customers related to retail vehicle sales financed through CAF and are presented net of an allowance for estimated loan losses. These auto loans represent a large group of smaller-balance homogeneous loans, which we consider to be part of one class of financing receivable and one portfolio segment for purposes of determining our allowance for loan losses. We generally use warehouse facilities to fund auto loans receivable originated by CAF until we elect to fund them through an asset-backed term funding transaction, such as a term securitization or alternative funding arrangement. We recognize transfers of auto loans receivable into the warehouse facilities and asset-backed term funding transactions (together, “non-recourse funding vehicles”) as secured borrowings, which result in recording the auto loans receivable and the related non-recourse notes payable on our consolidated balance sheets. The majority of the auto loans receivable serve as collateral for the related non-recourse notes payable of ~~$13.38~~$14.98 billion as of August 31, ~~2020~~2021 and ~~$13.61~~$13.76 billion as of February ~~29, 2020.~~28, 2021. See Note 910 for additional information on non-recourse notes payable.

Interest income and expenses related to auto loans are included in CAF income. Interest income on auto loans receivable is recognized when earned based on contractual loan terms. All loans continue to accrue interest until repayment or charge-off. When a charge-off occurs, accrued interest is written off by reversing interest income. Direct costs associated with loan originations are not considered material, and thus, are expensed as incurred. See Note 34 for additional information on CAF income.

Page 14

Auto Loans Receivable, Net


		As of August 31		As of February 29			As of August 31		As of February 28
(In millions)	(In millions)	2020		2020		(In millions)	2021		2021
Asset-backed term funding	Asset-backed term funding	$	10,670.9	$	11,007.1	Asset-backed term funding	$	11,282.9	$	11,008.3
Warehouse facilities	Warehouse facilities	2,253.7		2,181.7		Warehouse facilities	3,181.9		2,314.1
Overcollateralization⁽¹⁾	Overcollateralization⁽¹⁾	312.0		289.0		Overcollateralization (1)	421.5		345.2
Other managed receivables⁽²⁾	Other managed receivables⁽²⁾	142.4		140.0		Other managed receivables (2)	98.1		179.6
Total ending managed receivables	Total ending managed receivables	13,379.0		13,617.8		Total ending managed receivables	14,984.4		13,847.2
Accrued interest and fees	Accrued interest and fees	61.7		56.2		Accrued interest and fees	71.0		57.4
Other	Other	4.9		35.5		Other	(1.1)		(3.7)
Less: allowance for loan losses	Less: allowance for loan losses	(432.5)		(157.8)		Less: allowance for loan losses	(398.1)		(411.1)
Auto loans receivable, net	Auto loans receivable, net	$	13,013.1	$	13,551.7	Auto loans receivable, net	$	14,656.2	$	13,489.8

⁽¹⁾Represents receivables restricted as excess collateral for the non-recourse funding vehicles.

⁽²⁾ Other managed receivables includes receivables not funded through the non-recourse funding vehicles.

Credit Quality. When customers apply for financing, CAF’s proprietary scoring models rely on the customers’ credit history and certain application information to evaluate and rank their risk. We obtain credit histories and other credit data that includes information such as number, age, type of and payment history for prior or existing credit accounts. The application information that is used includes income, collateral value and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. Customers with the highest probability of repayment are A-grade customers. Customers assigned a lower grade are determined to have a lower probability of repayment. For loans that are approved, the credit grade influences the terms of the agreement, such as the required loan-to-value ratio and interest rate. After origination, credit grades are generally not updated.

CAF uses a combination of the initial credit grades and historical performance to monitor the credit quality of the auto loans receivable on an ongoing basis. We validate the accuracy of the scoring models periodically. Loan performance is reviewed on a recurring basis to identify whether the assigned grades adequately reflect the customers’ likelihood of repayment.

~~Page 12~~

Ending Managed Receivables by Major Credit Grade


		As of August 31, 2020																														As of August 31, 2021
		Fiscal Year of Origination⁽¹⁾																										Fiscal Year of Origination (1)
(In millions)	(In millions)	2021		2020		2019		2018		2017		Prior to 2017		Total		% ⁽²⁾	(In millions)	2022		2021		2020		2019		2018		Prior to 2018		Total		% (2)
A	A	$	1,340.3	$	2,649.4	$	1,493.6	$	814.5	$	353.2	$	88.6	$	6,739.6	50.4	A	$	2,172.9	$	2,229.5	$	1,658.8	$	823.5	$	357.3	$	96.0	$	7,338.0	49.0
B	B	938.2		1,729.2		1,093.1		638.5		302.4		112.7		4,814.1		36.0	B	1,640.6		1,617.1		1,109.1		648.2		322.2		120.1		5,457.3		36.4
C and other	C and other	322.3		650.9		398.1		239.9		146.1		68.0		1,825.3		13.6	C and other	674.5		650.1		424.9		243.1		125.8		70.7		2,189.1		14.6
Total ending managed receivables	Total ending managed receivables	$	2,600.8	$	5,029.5	$	2,984.8	$	1,692.9	$	801.7	$	269.3	$	13,379.0	100.0	Total ending managed receivables	$	4,488.0	$	4,496.7	$	3,192.8	$	1,714.8	$	805.3	$	286.8	$	14,984.4	100.0


						As of February 28, 2021
		As of February 29						Fiscal Year of Origination (1)
(In millions)	(In millions)	2020⁽¹⁾		% ⁽²⁾	(In millions)	2021		2020		2019		2018		2017		Prior to 2017		Total		% (2)
A	A	$	6,915.9	50.8	A	$	2,782.0	$	2,146.5	$	1,146.7	$	568.9	$	199.6	$	30.4	$	6,874.1	49.6
B	B	4,841.2		35.6	B	1,993.6		1,424.5		870.1		476.0		195.5		49.2		5,008.9		36.2
C and other	C and other	1,860.7		13.6	C and other	786.1		541.6		320.4		182.0		99.8		34.3		1,964.2		14.2
Total ending managed receivables	Total ending managed receivables	$	13,617.8	100.0	Total ending managed receivables	$	5,561.7	$	4,112.6	$	2,337.2	$	1,226.9	$	494.9	$	113.9	$	13,847.2	100.0

⁽¹⁾Classified based on credit grade assigned when customers were initially approved for financing.

⁽²⁾Percent of total ending managed receivables.

Page 15

Allowance for Loan Losses. The allowance for loan losses at August 31, ~~2020~~2021 represents the net credit losses expected over the remaining contractual life of our managed receivables. The allowance for loan losses is determined using a net loss timing curve, primarily based on the composition of the portfolio of managed receivables and historical gross loss and recovery trends. ~~For~~Due to the fact that losses for receivables ~~that have~~with less than 18 months of performance history ~~the~~can be volatile, our net loss estimate ~~takes into account the credit grades of the receivables and~~weights both historical losses by credit grade ~~to supplement~~at origination and actual loss data on the receivables to-date, along with forward loss curves, in estimating future performance. Once the receivables have 18 months of performance history, the net loss 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. The net loss estimate is calculated by applying the loss rates developed using the methods described above to the amortized cost basis of the managed receivables.

The output of the net loss timing curve is adjusted to take into account reasonable and supportable forecasts about the future. Specifically, the change in U.S. unemployment rates and the ~~NADA~~National Automobile Dealers Association (“NADA”) used vehicle price index are used to predict changes in gross loss and recovery rate, respectively. An economic adjustment factor, based upon a single macroeconomic scenario, is developed to capture the relationship between changes in these forecasts and changes in gross loss and recovery rates. This factor is applied to the output of the net loss timing curve for the reasonable and supportable forecast period of two years. After the end of this two-year period, ~~the impact of the economic factor is phased out of the allowance for loan loss calculation~~we revert to historical experience on a straight-line basis over a period of 12 months. We periodically consider whether the use of alternative metrics would result in improved model performance and revise the models when appropriate. We also consider whether qualitative adjustments are necessary for factors that are not reflected in the quantitative methods but impact the measurement of estimated credit losses. Such adjustments include the uncertainty of the impacts of recent economic trends on customer behavior. The ~~provision~~change in the allowance for loan losses is recognized through an adjustment to the ~~periodic expense of maintaining an adequate allowance.~~provision for loan losses.

~~Page 13~~

Allowance for Loan Losses


		Three Months Ended August 31											Six Months Ended August 31											Three Months Ended August 31			Six Months Ended August 31
(In millions)	(In millions)	2020		%⁽¹⁾	2019⁽²⁾		%⁽¹⁾	2020		%⁽¹⁾	2019⁽²⁾		%⁽¹⁾	(In millions)	2021		% (1)	2020		% (1)	2021		% (1)	2020		% (1)
Balance as of beginning of period	Balance as of beginning of period	$	437.2	3.32	$	147.0	1.14	$	157.8	1.16	$	138.2	1.10	Balance as of beginning of period	$	379.5	2.62	$	437.2	3.32	$	411.1	2.97	$	157.8	1.16
Adoption of CECL	Adoption of CECL	—			—			202.0			—			Adoption of CECL	—			—			—			202.0
Adjusted balance as of beginning of period	Adjusted balance as of beginning of period	437.2		3.32	147.0		1.14	359.8		2.64	138.2		1.10	Adjusted balance as of beginning of period	379.5		2.62	437.2		3.32	411.1		2.97	359.8		2.64
Charge-offs	Charge-offs	(53.9)			(76.3)			(124.6)			(142.2)			Charge-offs	(43.7)			(53.9)			(85.5)			(124.6)
Recoveries ⁽³⁾⁽²⁾	Recoveries ⁽³⁾⁽²⁾	23.2			34.2			49.3			70.7			Recoveries ⁽³⁾⁽²⁾	26.8			23.2			61.4			49.3
Provision for loan losses	Provision for loan losses	26.0			45.5			148.0			83.7			Provision for loan losses	35.5			26.0			11.1			148.0
Balance as of end of period(3)	Balance as of end of period(3)	$	432.5	3.23	$	150.4	1.15	$	432.5	3.23	$	150.4	1.15	Balance as of end of period(3)	$	398.1	2.66	$	432.5	3.23	$	398.1	2.66	$	432.5	3.23

⁽¹⁾Percent of total ending managed receivables.

⁽²⁾~~The comparative information has not been restated and continues to be reported under the accounting guidance in effect during fiscal 2020.~~

⁽³⁾Net of costs incurred to recover vehicle.

(3) The allowance for loan losses primarily relates to estimated losses on CAF’s core receivables; $38.0 million and $31.8 million of the total allowance relates to the outstanding CAF Tier 3 loan balances as of August 31, 2021 and February 28, 2021, respectively.

During the first ~~quarter~~half of fiscal 2021, we adopted a new accounting pronouncement related to the measurement of credit losses on financial instruments (ASU 2016-13 or “CECL”). The adoption of this pronouncement resulted in the recognition of a $202.0 million increase in2022, the allowance for loan losses decreased $13.0 million, primarily reflecting significant favorable loan loss experience as ~~of March 1, 2020, with a corresponding net-of-tax decrease of $153.3 million~~well as continued improvements in ~~retained earnings. During~~the macroeconomic environment. Although net charge-offs remained low in the first ~~six months~~half of fiscal ~~2021,~~2022, the future impact of the COVID-19 environment on credit losses remains uncertain. As a result, we ~~recorded a provision for loan losses of $148.0 million. The first quarter provision of $122.0 million included an increase in our estimate of lifetime losses on existing loans, largely resulting~~determined that the quantitative loss rates should be qualitatively adjusted to reflect future loss performance from worsening economic factors in response to COVID-19. In particular, the U.S. unemployment rate rose significantly during the first quarter. This rate is used in loss prediction to incorporate how current and forecasted economic conditions impactpotential customer hardship ~~or ability~~and to ~~pay. Changes in~~mitigate the ~~NADA used vehicle price index were not significant. During the second quarter~~quantitative impact of ~~fiscal 2021, we experienced~~recent favorable loss performance, ~~in comparison to~~as we do not believe that recent favorable loss performance is consistent with our loss expectations set at the end of the first quarter, resulting in a $29.6 million favorable adjustment for receivables then outstanding. This adjustment was more than offset by a $55.6 million increase to the provision related to ourbest estimate of lifetime losses on originations during the second quarter. While we experienced some loss favorability during the second quarter of fiscal 2021, this favorability was tempered by economic adjustment factors applied to the provision.expected future losses. The allowance for loan losses as of August 31, ~~2020~~2021 reflects both the positive customer payment behavior compared to historical experience recently observed as well as the unpredictability of the current ~~environment and the highly uncertain consumer situation.~~macroeconomic environment.

Past Due Receivables. An account is considered delinquent when the related customer fails to make a substantial portion of a scheduled payment on or before the due date. In general, accounts are charged-off on the last business day of the month during which the earliest of the following occurs: the receivable is 120 days or more delinquent as of the last business day of the month, the related vehicle is repossessed and liquidated, or the receivable is otherwise deemed uncollectible. For purposes of determining impairment, auto loans are evaluated collectively, as they represent a large group of smaller-balance homogeneous loans, and therefore, are not individually evaluated for impairment.

Page 1416

Past Due Receivables


		As of August 31, 2020																		As of August 31, 2021
		Major Credit Grade														Major Credit Grade
(In millions)	(In millions)	A		B		C & Other		Total		% ⁽¹⁾	(In millions)	A		B		C & Other		Total		% (1)
Current	Current	$	6,713.9	$	4,663.4	$	1,651.5	$	13,028.8	97.38	Current	$	7,315.6	$	5,289.8	$	1,970.8	$	14,576.2	97.28
Delinquent loans:	Delinquent loans:										Delinquent loans:
31-60 days past due	31-60 days past due	15.7		94.2		103.9		213.8		1.60	31-60 days past due	14.3		109.2		135.2		258.7		1.73
61-90 days past due	61-90 days past due	7.2		43.5		55.6		106.3		0.79	61-90 days past due	6.1		47.5		69.7		123.3		0.82
Greater than 90 days past due	Greater than 90 days past due	2.8		13.0		14.3		30.1		0.23	Greater than 90 days past due	2.0		10.8		13.4		26.2		0.17
Total past due	Total past due	25.7		150.7		173.8		350.2		2.62	Total past due	22.4		167.5		218.3		408.2		2.72
Total ending managed receivables	Total ending managed receivables	$	6,739.6	$	4,814.1	$	1,825.3	$	13,379.0	100.00	Total ending managed receivables	$	7,338.0	$	5,457.3	$	2,189.1	$	14,984.4	100.00


						As of February 28, 2021
		As of February 29						Major Credit Grade
(In millions)	(In millions)	2020		%⁽¹⁾	(In millions)	A		B		C & Other		Total		% (1)
Total ending managed receivables		$	13,617.8	100.00
Current					Current	$	6,847.2	$	4,840.3	$	1,767.2	$	13,454.7	97.17
Delinquent loans:	Delinquent loans:				Delinquent loans:
31-60 days past due	31-60 days past due	$	296.4	2.18	31-60 days past due	17.3		108.9		120.0		246.2		1.78
61-90 days past due	61-90 days past due	138.3		1.01	61-90 days past due	7.0		48.4		64.5		119.9		0.86
Greater than 90 days past due	Greater than 90 days past due	34.2		0.25	Greater than 90 days past due	2.6		11.3		12.5		26.4		0.19
Total past due	Total past due	$	468.9	3.44	Total past due	26.9		168.6		197.0		392.5		2.83
Total ending managed receivables					Total ending managed receivables	$	6,874.1	$	5,008.9	$	1,964.2	$	13,847.2	100.00

⁽¹⁾Percent of total ending managed receivables.

5.6. Derivative Instruments and Hedging Activities

We use derivatives to manage certain risks arising from both our business operations and economic conditions, particularly with regard to issuances of debt. Primary exposures include LIBOR and other rates used as benchmarks in our securitizations and other debt financing. We enter into derivative instruments to manage exposures related to the future known receipt or payment of uncertain cash amounts, the values of which are impacted by interest rates, and generally designate these derivative instruments as cash flow hedges for accounting purposes. In certain cases, we may choose not to designate a derivative instrument as a cash flow hedge for accounting purposes due to uncertainty around the probability that future hedged transactions will occur. Our derivative instruments are used to manage (i) 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 loans receivable, and (ii) exposure to variable interest rates associated with our term loan.

For the derivatives associated with our non-recourse funding vehicles that are designated as cash flow hedges, the changes in fair value are initially recorded in accumulated other comprehensive loss (“AOCL”). For the majority of these derivatives, the amounts are subsequently reclassified into CAF income in the period that the hedged forecasted transaction affects earnings, which occurs as interest expense is recognized on those future issuances of debt. During the next 12 months, we estimate that an additional ~~$22.4~~$14.6 million will be reclassified in AOCL as a decrease to CAF income. Changes in fair value related to derivatives that have not been designated as cash flow hedges for accounting purposes are recognized in the income statement in the period in which the change occurs. For the three ~~and~~months ended August 31, 2021, we recognized income of $0.1 million in CAF income representing these changes in fair value. For the six months ended August 31, ~~2020,~~2021, we recognized a loss of ~~$0.3~~$0.2 million ~~and $2.2 million, respectively,~~ in CAF income representing these changes in fair value.

As of August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, we had interest rate swaps outstanding with a combined notional amount of ~~$2.52~~$2.99 billion and ~~$2.62~~$2.43 billion, respectively, that were designated as cash flow hedges of interest rate risk. As of August 31, ~~2020,~~2021 and February 28, 2021, we had 0 interest rate swaps outstanding with notional amounts of $486.6 million and $255.2 million, respectively, that were not designated as cash flow hedges.

See Note 67 for discussion of fair values of financial instruments and Note 1213 for the effect on comprehensive income.

Page 1517

6.7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”). The fair value should be based on assumptions that market participants would use, including a consideration of nonperformance risk.

We assess the inputs used to measure fair value using the three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.

Level 1 Inputs include unadjusted quoted prices in active markets for identical assets or liabilities that we can access at the measurement date.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets in active markets, quoted prices from identical or similar assets in inactive markets and observable inputs such as interest rates and yield curves.

Level 3 Inputs that are significant to the measurement that are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk).

Our fair value processes include controls that are designed to ensure that fair values are appropriate. Such controls include model validation, review of key model inputs, analysis of period-over-period fluctuations and reviews by senior management.

Valuation Methodologies

Money Market Securities. Money market securities are cash equivalents, which are included in cash and cash equivalents, restricted cash from collections on auto loans receivable and other assets. They consist of highly liquid investments with original maturities of three months or less and are classified as Level 1.

Mutual Fund Investments. Mutual fund investments consist of publicly traded mutual funds that primarily include diversified equity investments in large-, mid- and small-cap domestic and international companies or investment grade debt securities. The investments, which are included in other assets, are held in a rabbi trust established to fund informally our executive deferred compensation plan and are classified as Level 1.

Equity Investments. Equity investments consist of publicly-traded equity securities. These investments, which are included in other assets, are measured using quoted share prices and are classified as Level 1.

Derivative Instruments. The fair values of our derivative instruments are included in either other current assets, other assets, accounts payable or other liabilities. Our derivatives are not exchange-traded and are over-the-counter customized derivative instruments. All of our derivative exposures are with highly rated bank counterparties.

We measure derivative fair values assuming that the unit of account is an individual derivative instrument and that derivatives are sold or transferred on a stand-alone basis. We estimate the fair value of our derivatives using quotes determined by the derivative counterparties and third-party valuation services. Quotes from third-party valuation services and quotes received from bank counterparties project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates and the contractual terms of the derivative instruments. The models do not require significant judgment and model inputs can typically be observed in a liquid market; however, because the models include inputs other than quoted prices in active markets, all derivatives are classified as Level 2.

Our derivative fair value measurements consider assumptions about counterparty and our own nonperformance risk. We monitor counterparty and our own nonperformance risk and, in the event that we determine that a party is unlikely to perform under terms of the contract, we would adjust the derivative fair value to reflect the nonperformance risk.

Page 1618

Items Measured at Fair Value on a Recurring Basis


		As of August 31, 2020																As of August 31, 2021
(In thousands)	(In thousands)	Level 1			Level 2			Total			(In thousands)	Level 1			Level 2			Total
Assets:	Assets:										Assets:
Money market securities	Money market securities	$	852,767		$	0		$	852,767		Money market securities	$	722,607		$	—		$	722,607
Mutual fund investments	Mutual fund investments	23,424			0			23,424			Mutual fund investments	25,428			—			25,428
Derivative instruments designated as hedges		0			75			75
Equity investments											Equity investments	24,177			—			24,177

Derivative instruments not designated as hedges											Derivative instruments not designated as hedges	—			377			377
Total assets at fair value	Total assets at fair value	$	876,191		$	75		$	876,266		Total assets at fair value	$	772,212		$	377		$	772,589

Percent of total assets at fair value	Percent of total assets at fair value	100.0		%	0		%	100.0		%	Percent of total assets at fair value	100.0		%	—		%	100.0		%
Percent of total assets	Percent of total assets	4.1		%	0		%	4.1		%	Percent of total assets	3.2		%	—		%	3.2		%

Liabilities:	Liabilities:										Liabilities:
Derivative instruments designated as hedges	Derivative instruments designated as hedges	$	0		$	(9,741)		$	(9,741)		Derivative instruments designated as hedges	$	—		$	(6,593)		$	(6,593)
Derivative instruments not designated as hedges											Derivative instruments not designated as hedges	—			(102)			(102)

Total liabilities at fair value	Total liabilities at fair value	$	0		$	(9,741)		$	(9,741)		Total liabilities at fair value	$	—		$	(6,695)		$	(6,695)

Percent of total liabilities	Percent of total liabilities	0		%	0.1		%	0.1		%	Percent of total liabilities	—		%	—		%	—		%


		As of February 29, 2020																As of February 28, 2021
(In thousands)	(In thousands)	Level 1			Level 2			Total			(In thousands)	Level 1			Level 2			Total
Assets:	Assets:										Assets:
Money market securities	Money market securities	$	273,203		$	0		$	273,203		Money market securities	$	685,585		$	—		$	685,585
Mutual fund investments	Mutual fund investments	22,668			0			22,668			Mutual fund investments	24,049			—			24,049

Derivative instruments designated as hedges											Derivative instruments designated as hedges	—			4,061			4,061
Derivative instruments not designated as hedges											Derivative instruments not designated as hedges	—			501			501
Total assets at fair value	Total assets at fair value	$	295,871		$	0		$	295,871		Total assets at fair value	$	709,634		$	4,562		$	714,196

Percent of total assets at fair value	Percent of total assets at fair value	100.0		%	0		%	100.0		%	Percent of total assets at fair value	99.4		%	0.6		%	100.0		%
Percent of total assets	Percent of total assets	1.4		%	0		%	1.4		%	Percent of total assets	3.3		%	—		%	3.3		%

Liabilities:	Liabilities:										Liabilities:
Derivative instruments designated as hedges	Derivative instruments designated as hedges	$	0		$	(23,992)		$	(23,992)		Derivative instruments designated as hedges	$	—		$	(6,024)		$	(6,024)
Total liabilities at fair value	Total liabilities at fair value	$	0		$	(23,992)		$	(23,992)		Total liabilities at fair value	$	—		$	(6,024)		$	(6,024)

Percent of total liabilities	Percent of total liabilities	0		%	0.1		%	0.1		%	Percent of total liabilities	—		%	—		%	—		%

Fair Value of Financial Instruments

The carrying value of our cash and cash equivalents, accounts receivable, other restricted cash deposits and accounts payable approximates fair value due to the short-term nature and/or variable rates associated with these financial instruments. Auto loans receivable are presented net of an allowance for estimated loan losses. We believe that the carrying value of our revolving credit facility and term loan approximates fair value due to the variable rates associated with these obligations. The fair value of our senior unsecured notes, which are not carried at fair value on our consolidated balance sheets, was determined using Level 2 inputs based on quoted market prices. The carrying value and fair value of the senior unsecured notes as of August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, respectively, are as follows:


(In thousands)	(In thousands)	As of August 31, 2020		As of February 29, 2020		(In thousands)	As of August 31, 2021		As of February 28, 2021
Carrying value	Carrying value	$	500,000	$	500,000	Carrying value	$	500,000	$	500,000
Fair value	Fair value	$	553,518	$	546,197	Fair value	$	556,528	$	556,993

Page 1719

7.8. Cancellation Reserves

We recognize revenue for EPP products, on a net basis, at the time of sale. We also record a reserve, or refund liability, for estimated contract cancellations. Cancellations of these services may result from early termination by the customer, or default or prepayment on the finance contract. The reserve for cancellations is evaluated for each product and is based on forecasted forward cancellation curves utilizing historical experience, recent trends and the credit mix of the customer base.

Cancellation Reserves


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
(In millions)	(In millions)	2020		2019		2020		2019		(In millions)	2021		2020		2021		2020
Balance as of beginning of period	Balance as of beginning of period	$	116.7	$	109.5	$	117.9	$	102.8	Balance as of beginning of period	$	138.4	$	116.7	$	124.5	$	117.9
Cancellations	Cancellations	(16.1)		(17.9)		(30.9)		(36.7)		Cancellations	(22.9)		(16.1)		(43.1)		(30.9)
Provision for future cancellations	Provision for future cancellations	22.0		20.0		35.6		45.5		Provision for future cancellations	28.8		22.0		62.9		35.6
Balance as of end of period	Balance as of end of period	$	122.6	$	111.6	$	122.6	$	111.6	Balance as of end of period	$	144.3	$	122.6	$	144.3	$	122.6

The current portion of estimated cancellation reserves is recognized as a component of accrued expenses and other current liabilities with the remaining amount recognized in other liabilities. As of August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, the current portion of cancellation reserves was ~~$66.6~~$76.0 million and ~~$63.5~~$58.7 million, respectively.

8.9. Income Taxes

We had ~~$29.7~~$29.0 million of gross unrecognized tax benefits as of August 31, ~~2020,~~2021, and ~~$30.9 million as of~~ February ~~29, 2020.~~28, 2021. There were no significant changes to the gross unrecognized tax benefits as reported for the fiscal year ended February ~~29, 2020.~~28, 2021.

9.10. Debt


(In thousands)	(In thousands)		As of August 31		As of February 29		(In thousands)		As of August 31		As of February 28
Debt Description⁽¹⁾	Debt Description⁽¹⁾	Maturity Date	2020		2020		Debt Description (1)	Maturity Date	2021		2021
Revolving credit facility^{(2) (3)}		June 2024	$	575,838	$	452,740
Revolving credit facility (2)							Revolving credit facility (2)	June 2024	$	872,667	$	—
Term loan(2)	Term loan(2)	June 2024	300,000		300,000		Term loan(2)	June 2024	300,000		300,000
3.86% Senior notes	3.86% Senior notes	April 2023	100,000		100,000		3.86% Senior notes	April 2023	100,000		100,000
4.17% Senior notes	4.17% Senior notes	April 2026	200,000		200,000		4.17% Senior notes	April 2026	200,000		200,000
4.27% Senior notes	4.27% Senior notes	April 2028	200,000		200,000		4.27% Senior notes	April 2028	200,000		200,000
Financing obligations	Financing obligations	Various dates through February 2059	533,165		536,739		Financing obligations	Various dates through February 2059	529,573		533,578
Non-recourse notes payable	Non-recourse notes payable	Various dates through May 2027	13,382,375		13,613,272		Non-recourse notes payable	Various dates through January 2028	14,977,290		13,764,808
Total debt	Total debt		15,291,378		15,402,751		Total debt		17,179,530		15,098,386
Less: current portion	Less: current portion		(468,692)		(433,456)		Less: current portion		(523,244)		(452,579)
Less: unamortized debt issuance costs	Less: unamortized debt issuance costs		(24,918)		(25,240)		Less: unamortized debt issuance costs		(26,171)		(25,888)
Long-term debt, net	Long-term debt, net		$	14,797,768	$	14,944,055	Long-term debt, net		$	16,630,115	$	14,619,919

⁽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 the Eurodollar rate (LIBOR), the federal funds rate, or the prime rate, depending on the type of borrowing.

⁽³⁾~~On September 16, 2020, we fully paid down the outstanding borrowings under this facility with cash on hand.~~

Revolving Credit Facility. Borrowings under our $1.45 billion unsecured revolving credit facility (the “credit facility”) are available for working capital and general corporate purposes. We pay a commitment fee on unused portions of the available funds. Borrowings under the credit facility are either due “on demand” or at maturity depending on the type of borrowing. Borrowings with “on demand” repayment terms are presented as short-term debt, while amounts due at maturity are presented as long-term debt. As of August 31, ~~2020,~~2021, the unused capacity of ~~$874.2~~$577.3 million was fully available to us. ~~On September 16, 2020, we fully paid down the outstanding borrowings under this facility with cash on hand.~~

Term Loan. Borrowings under our $300 million term loan are available for working capital and general corporate purposes. The term loan was classified as long-term debt, as no repayments are scheduled to be made within the next 12 months.

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Senior Notes. Borrowings under our unsecured senior notes totaling $500 million are available for working capital and general corporate purposes. These notes were classified as long-term debt as no repayments are scheduled to be made within the next 12 months.

Financing Obligations. Financing obligations relate to stores subject to sale-leaseback transactions that did not qualify for sale accounting. The financing obligations were structured at varying interest rates and generally have initial lease terms ranging from 15 to 20 years with payments made monthly. We have not entered into any new sale-leaseback transactions since fiscal 2009. In the event the agreements are modified or extended beyond their original term, the related obligation is adjusted based on the present value of the revised future payments, with a corresponding change to the assets subject to these transactions. Upon modification, the amortization of the obligation is reset, resulting in more of the payments being applied to interest expense in the initial years following the modification.

Non-Recourse Notes Payable. The non-recourse notes payable relate to auto loans receivable funded through non-recourse funding vehicles. The timing of principal payments on the non-recourse notes payable is based on the timing of principal collections and defaults on the related auto loans receivable. The current portion of non-recourse notes payable represents principal payments that are due to be distributed in the following period.

Notes payable related to our asset-backed term funding transactions accrue interest predominantly at fixed rates and have scheduled maturities through ~~May 2027,~~January 2028, but may mature earlier, depending upon the repayment rate of the underlying auto loans receivable.

Information on our funding vehicles for non-recourse notes payable as of August 31, ~~2020,~~2021, are as follows:


(In billions)	Capacity
Warehouse facilities:
September ~~2020~~2021 expiration⁽¹⁾	$	~~0.15~~0.18
February ~~2021~~2022 expiration	~~1.95~~2.35
August ~~2021~~2022 expiration	~~1.40~~$	2.30
Combined warehouse facility limit	$	~~3.50~~4.83
Unused capacity	$	~~1.25~~1.64

Non-recourse notes payable outstanding:
Warehouse facilities	$	~~2.25~~3.18
Asset-backed term funding transactions	~~11.13~~11.80
Non-recourse notes payable	$	~~13.38~~14.98

⁽¹⁾~~In September 2020, the expiration date was extended to September 2021 and the capacity was increased to $175 million.~~

We generally enter into warehouse facility agreements for one-year terms and typically renew the agreements annually. The return requirements of warehouse facility investors could fluctuate significantly depending on market conditions. At renewal, the cost, structure and capacity of the facilities could change. These changes could have a significant impact on our funding costs.

See Note 45 for additional information on the related auto loans receivable.

Capitalized Interest. We capitalize interest in connection with the construction of certain facilities. For the six months ended August 31, ~~2020~~2021 and ~~2019,~~2020, we capitalized interest of ~~$1.4~~$3.5 million and ~~$3.3~~$1.4 million, respectively.

Financial Covenants. The credit facility, term loan and senior note agreements contain representations and warranties, conditions and covenants. We must also meet financial covenants in conjunction with certain financing obligations. The agreements governing our non-recourse funding vehicles contain representations and warranties, financial covenants and performance triggers. As of August 31, ~~2020,~~2021, we were in compliance with all financial covenants and our non-recourse funding vehicles were in compliance with the related performance triggers.

Page 1921

~~10.~~11. Stock and Stock-Based Incentive Plans

(A) Share Repurchase Program

As of August 31, ~~2020,~~2021, a total of $2.0 billion of board authorizations for repurchases of our common stock was outstanding, with no expiration date, of which ~~$1.51 billion~~$991.5 million remained available for repurchase. ~~In March 2020, our current stock repurchase program was suspended. The repurchase authorization remained effective and the program resumed in September 2020.~~

Common Stock Repurchases


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		August 31						August 31							August 31				August 31
		2020		2019		2020		2019			2021		2020		2021		2020
Number of shares repurchased (in thousands)	Number of shares repurchased (in thousands)	0		1,525.5		515.5		4,478.6		Number of shares repurchased (in thousands)	1,754.1		—		2,751.7		515.5
Average cost per share	Average cost per share	$	0	$	84.13	$	78.96	$	74.38	Average cost per share	$	125.44	$	—	$	125.22	$	78.96
Available for repurchase, as of end of period (in millions)	Available for repurchase, as of end of period (in millions)	$	1,511.6	$	1,780.8	$	1,511.6	$	1,780.8	Available for repurchase, as of end of period (in millions)	$	991.5	$	1,511.6	$	991.5	$	1,511.6

(B)Share-Based Compensation

Composition of Share-Based Compensation Expense


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		August 31						August 31							August 31				August 31
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
Cost of sales	Cost of sales	$	2,512	$	1,340	$	3,191	$	4,165	Cost of sales	$	2,094	$	2,512	$	3,823	$	3,191
CarMax Auto Finance income	CarMax Auto Finance income	1,542		1,044		2,812		2,849		CarMax Auto Finance income	1,481		1,542		3,189		2,812
Selling, general and administrative expenses	Selling, general and administrative expenses	34,301		21,903		57,952		62,796		Selling, general and administrative expenses	28,705		34,301		67,125		57,952
Share-based compensation expense, before income taxes	Share-based compensation expense, before income taxes	$	38,355	$	24,287	$	63,955	$	69,810	Share-based compensation expense, before income taxes	$	32,280	$	38,355	$	74,137	$	63,955

Composition of Share-Based Compensation Expense – By Grant Type


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		August 31						August 31							August 31				August 31
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
Nonqualified stock options	Nonqualified stock options	$	6,988	$	6,321	$	18,607	$	18,163	Nonqualified stock options	$	7,708	$	6,988	$	19,529	$	18,607
Cash-settled restricted stock units (RSUs)	Cash-settled restricted stock units (RSUs)	25,169		13,105		32,574		39,218		Cash-settled restricted stock units (RSUs)	17,590		25,169		38,562		32,574
Stock-settled market stock units (MSUs)	Stock-settled market stock units (MSUs)	3,509		3,052		9,355		7,461		Stock-settled market stock units (MSUs)	3,244		3,509		8,089		9,355
Other share-based incentives:	Other share-based incentives:									Other share-based incentives:
Stock-settled performance stock units (PSUs)	Stock-settled performance stock units (PSUs)	113		(576)		266		1,633		Stock-settled performance stock units (PSUs)	976		113		4,370		266
Restricted stock (RSAs)	Restricted stock (RSAs)	33		0		67		0		Restricted stock (RSAs)	263		33		305		67
Stock-settled deferred stock units (DSUs)	Stock-settled deferred stock units (DSUs)	1,925		1,960		1,925		2,412		Stock-settled deferred stock units (DSUs)	1,925		1,925		1,925		1,925
Employee stock purchase plan	Employee stock purchase plan	618		425		1,161		923		Employee stock purchase plan	574		618		1,357		1,161
Total other share-based incentives	Total other share-based incentives	$	2,689	$	1,809	$	3,419	$	4,968	Total other share-based incentives	$	3,738	$	2,689	$	7,957	$	3,419
Share-based compensation expense, before income taxes	Share-based compensation expense, before income taxes	$	38,355	$	24,287	$	63,955	$	69,810	Share-based compensation expense, before income taxes	$	32,280	$	38,355	$	74,137	$	63,955

Page 2022

~~Share/Unit Activity~~


Share/Unit Activity										Share/Unit Activity
		Six Months Ended August 31, 2020															Six Months Ended August 31, 2021
		Equity Classified										Liability Classified			Equity Classified				Liability Classified
(Shares/units in thousands)	(Shares/units in thousands)	Options		MSUs		Other		RSUs		(Shares/units in thousands)	Options		MSUs		Other		RSUs
Outstanding as of February 29, 2020		6,994		477		130		1,557
Outstanding as of February 28, 2021										Outstanding as of February 28, 2021	6,266		520		84		1,606
Granted	Granted	1,571		195		22		669		Granted	918		81		89		362
Exercised or vested and converted	Exercised or vested and converted	(1,438)		(144)		(69)		(505)		Exercised or vested and converted	(996)		(196)		(2)		(711)
Cancelled	Cancelled	(14)		(3)		0		(53)		Cancelled	(36)		(4)		—		(53)
Outstanding as of August 31, 2020		7,113		525		83		1,668
Outstanding as of August 31, 2021										Outstanding as of August 31, 2021	6,152		401		171		1,204

Weighted average grant date fair value per share/unit:	Weighted average grant date fair value per share/unit:									Weighted average grant date fair value per share/unit:

Granted	Granted	$	22.61	$	93.11	$	86.58	$	71.07	Granted	$	42.33	$	178.30	$	132.96	$	136.93
Ending outstanding	Ending outstanding	$	19.35	$	90.24	$	81.65	$	70.86	Ending outstanding	$	23.54	$	112.07	$	108.48	$	93.04

		As of August 31, 2020													As of August 31, 2021
Unrecognized compensation (in millions)	Unrecognized compensation (in millions)	$	55.4	$	20.5	$	1.1			Unrecognized compensation (in millions)	$	62.4	$	20.6	$	6.1

~~11.~~12. Net Earnings Per Share

Basic net earnings per share is computed by dividing net earnings available for basic common shares by the weighted average number of shares of common stock outstanding. Diluted net earnings per share is computed by dividing net earnings available for diluted common shares by the sum of weighted average number of shares of common stock outstanding and dilutive potential common stock. Diluted net earnings per share is calculated using the “if-converted” treasury stock method.

Basic and Dilutive Net Earnings Per Share Reconciliations


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		August 31						August 31							August 31				August 31
(In thousands except per share data)	(In thousands except per share data)	2020		2019		2020		2019		(In thousands except per share data)	2021		2020		2021		2020
Net earnings	Net earnings	$	296,696	$	233,599	$	301,674	$	500,343	Net earnings	$	285,267	$	296,696	$	722,023	$	301,674

Weighted average common shares outstanding	Weighted average common shares outstanding	163,434		165,354		163,053		165,839		Weighted average common shares outstanding	162,966		163,434		163,058		163,053
Dilutive potential common shares:	Dilutive potential common shares:									Dilutive potential common shares:
Stock options	Stock options	1,858		1,579		1,193		1,289		Stock options	2,271		1,858		2,400		1,193
Stock-settled stock units and awards	Stock-settled stock units and awards	331		339		334		330		Stock-settled stock units and awards	406		331		511		334
Weighted average common shares and dilutive potential common shares	Weighted average common shares and dilutive potential common shares	165,623		167,272		164,580		167,458		Weighted average common shares and dilutive potential common shares	165,643		165,623		165,969		164,580

Basic net earnings per share	Basic net earnings per share	$	1.82	$	1.41	$	1.85	$	3.02	Basic net earnings per share	$	1.75	$	1.82	$	4.43	$	1.85
Diluted net earnings per share	Diluted net earnings per share	$	1.79	$	1.40	$	1.83	$	2.99	Diluted net earnings per share	$	1.72	$	1.79	$	4.35	$	1.83

Certain options to purchase shares of common stock were outstanding and not included in the calculation of diluted net earnings per share because their inclusion would have been antidilutive. On a weighted average basis, for the three months ended August 31, ~~2020~~2021 and ~~2019,~~2020, options to purchase ~~29,200~~912,093 shares and ~~1,288,413~~29,200 shares of common stock, respectively, were not

Page 23

included. For the six months ended August 31, ~~2020~~2021 and ~~2019,~~2020, options to purchase ~~2,061,194~~600,617 shares and ~~1,096,811~~2,061,194 shares of common stock, respectively, were not included.

~~Page 21~~

~~12.~~13. Accumulated Other Comprehensive Loss

Changes in Accumulated Other Comprehensive Loss By Component


						Total							Total
		Net		Net		Accumulated			Net		Net		Accumulated
		Unrecognized		Unrecognized		Other			Unrecognized		Unrecognized		Other
		Actuarial		Hedge		Comprehensive			Actuarial		Hedge		Comprehensive
(In thousands, net of income taxes)	(In thousands, net of income taxes)	Losses		Losses		Loss		(In thousands, net of income taxes)	Losses		Losses		Loss
Balance as of February 29, 2020		$	(121,302)	$	(28,769)	$	(150,071)
Balance as of February 28, 2021								Balance as of February 28, 2021	$	(92,662)	$	(26,029)	$	(118,691)
Other comprehensive loss before reclassifications	Other comprehensive loss before reclassifications	0		(18,229)		(18,229)		Other comprehensive loss before reclassifications	—		(1,968)		(1,968)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	1,456		6,418		7,874		Amounts reclassified from accumulated other comprehensive loss	1,317		6,999		8,316
Other comprehensive income (loss)		1,456		(11,811)		(10,355)
Balance as of August 31, 2020		$	(119,846)	$	(40,580)	$	(160,426)
Other comprehensive income								Other comprehensive income	1,317		5,031		6,348
Balance as of August 31, 2021								Balance as of August 31, 2021	$	(91,345)	$	(20,998)	$	(112,343)

Changes In and Reclassifications Out of Accumulated Other Comprehensive Loss


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
Retirement Benefit Plans:	Retirement Benefit Plans:									Retirement Benefit Plans:
Actuarial loss amortization reclassifications recognized in net pension expense:	Actuarial loss amortization reclassifications recognized in net pension expense:									Actuarial loss amortization reclassifications recognized in net pension expense:
Cost of sales	Cost of sales	$	437	$	201	$	810	$	398	Cost of sales	$	359	$	437	$	716	$	810
CarMax Auto Finance income	CarMax Auto Finance income	25		12		56		24		CarMax Auto Finance income	21		25		43		56
Selling, general and administrative expenses	Selling, general and administrative expenses	498		256		1,053		515		Selling, general and administrative expenses	488		498		977		1,053
Total amortization reclassifications recognized in net pension expense	Total amortization reclassifications recognized in net pension expense	960		469		1,919		937		Total amortization reclassifications recognized in net pension expense	868		960		1,736		1,919
Tax expense	Tax expense	(232)		(113)		(463)		(226)		Tax expense	(210)		(232)		(419)		(463)
Amortization reclassifications recognized in net pension expense, net of tax	Amortization reclassifications recognized in net pension expense, net of tax	728		356		1,456		711		Amortization reclassifications recognized in net pension expense, net of tax	658		728		1,317		1,456
Net change in retirement benefit plan unrecognized actuarial losses, net of tax	Net change in retirement benefit plan unrecognized actuarial losses, net of tax	728		356		1,456		711		Net change in retirement benefit plan unrecognized actuarial losses, net of tax	658		728		1,317		1,456

Cash Flow Hedges (Note 5):
Cash Flow Hedges (Note 6):										Cash Flow Hedges (Note 6):
Changes in fair value	Changes in fair value	79		(15,431)		(24,783)		(33,373)		Changes in fair value	(665)		79		(2,671)		(24,783)
Tax (expense) benefit		(21)		4,077		6,554		8,819
Tax benefit (expense)										Tax benefit (expense)	175		(21)		703		6,554
Changes in fair value, net of tax	Changes in fair value, net of tax	58		(11,354)		(18,229)		(24,554)		Changes in fair value, net of tax	(490)		58		(1,968)		(18,229)
Reclassifications to CarMax Auto Finance income	Reclassifications to CarMax Auto Finance income	5,701		780		8,726		303		Reclassifications to CarMax Auto Finance income	4,401		5,701		9,499		8,726
Tax expense	Tax expense	(1,508)		(206)		(2,308)		(80)		Tax expense	(1,158)		(1,508)		(2,500)		(2,308)
Reclassification of hedge losses, net of tax	Reclassification of hedge losses, net of tax	4,193		574		6,418		223		Reclassification of hedge losses, net of tax	3,243		4,193		6,999		6,418
Net change in cash flow hedge unrecognized losses, net of tax	Net change in cash flow hedge unrecognized losses, net of tax	4,251		(10,780)		(11,811)		(24,331)		Net change in cash flow hedge unrecognized losses, net of tax	2,753		4,251		5,031		(11,811)
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	$	4,979	$	(10,424)	$	(10,355)	$	(23,620)	Total other comprehensive income (loss), net of tax	$	3,411	$	4,979	$	6,348	$	(10,355)

Changes in the funded status of our retirement plans and changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in accumulated other comprehensive loss. The cumulative balances are net of deferred taxes of ~~$52.6~~$36.5 million as of August 31, ~~2020~~2021 and ~~$48.8~~$38.7 million as of February ~~29, 2020.~~28, 2021.

Page 2224

~~13.~~14. Leases

Our leases primarily consist of operating and finance leases related to retail stores, office space, land and equipment. We also have stores subject to sale-leaseback transactions that did not qualify for sale accounting and are accounted for as financing obligations. For more information on these financing obligations see Note 9.10.

The initial term for real property leases is typically 5 to 20 years. For equipment leases, the initial term generally ranges from 3 to 8 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 20 years or more. We include options to renew (or terminate) in our lease term, and as part of our right-of-use ~~("ROU"~~(“ROU”) assets and lease liabilities, when it is reasonably certain that we will exercise that option.

ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We include variable lease payments in the initial measurement of ROU assets and lease liabilities only to the extent they depend on an index or rate. Changes in such indices or rates are accounted for in the period the change occurs, and do not result in the remeasurement of the ROU asset or liability. We are also responsible for payment of certain real estate taxes, insurance and other expenses on our leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. We generally account for non-lease components, such as maintenance, separately from lease components. For certain equipment leases, we apply a portfolio approach to account for the lease assets and liabilities.

Our lease agreements do not contain any material residual value guarantees or material restricted covenants. Leases with a term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

The components of lease expense were as follows:


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
(In thousands)	(In thousands)	2020		2019		2020		2019		(In thousands)	2021		2020		2021		2020
Operating lease cost ⁽¹⁾	Operating lease cost ⁽¹⁾	$	14,351	$	14,257	$	28,735	$	28,812	Operating lease cost (1)	$	18,698	$	14,351	$	33,050	$	28,735
Finance lease cost:	Finance lease cost:									Finance lease cost:
Depreciation of lease assets	Depreciation of lease assets	1,719		1,453		3,374		2,551		Depreciation of lease assets	3,258		1,719		6,400		3,374
Interest on lease liabilities	Interest on lease liabilities	2,433		1,969		4,648		3,446		Interest on lease liabilities	4,167		2,433		8,274		4,648
Total finance lease cost	Total finance lease cost	4,152		3,422		8,022		5,997		Total finance lease cost	7,425		4,152		14,674		8,022
Total lease cost	Total lease cost	$	18,503	$	17,679	$	36,757	$	34,809	Total lease cost	$	26,123	$	18,503	$	47,724	$	36,757

⁽¹⁾Includes short-term leases and variable lease costs, which are immaterial.

Page 2325

Supplemental balance sheet information related to leases was as follows:


			As of August 31		As of February 29				As of August 31		As of February 28
(In thousands)	(In thousands)	Classification	2020		2020		(In thousands)	Classification	2021		2021
Assets:	Assets:						Assets:
Operating lease assets	Operating lease assets	Operating lease assets	$	444,158	$	449,094	Operating lease assets	Operating lease assets	$	553,727	$	431,652
Finance lease assets	Finance lease assets	Property and equipment, net⁽¹⁾	84,545		75,320		Finance lease assets	Property and equipment, net (1)	115,667		109,665
Total lease assets	Total lease assets		$	528,703	$	524,414	Total lease assets		$	669,394	$	541,317
Liabilities:	Liabilities:						Liabilities:
Current:	Current:						Current:
Operating leases	Operating leases	Current portion of operating lease liabilities	$	31,616	$	30,980	Operating leases	Current portion of operating lease liabilities	$	43,676	$	30,953
Finance leases	Finance leases	Accrued expenses and other current liabilities	5,997		5,066		Finance leases	Accrued expenses and other current liabilities	9,755		9,422
Long-term:	Long-term:						Long-term:
Operating leases	Operating leases	Operating lease liabilities, excluding current portion	435,113		440,671		Operating leases	Operating lease liabilities, excluding current portion	538,296		423,618
Finance leases	Finance leases	Other liabilities	92,201		79,327		Finance leases	Other liabilities	129,349		120,094
Total lease liabilities	Total lease liabilities		$	564,927	$	556,044	Total lease liabilities		$	721,076	$	584,087

⁽¹⁾Finance lease assets are recorded net of accumulated depreciation of ~~$12.5~~$23.9 million as of August 31, ~~2020~~2021 and ~~$9.1~~$17.5 million as of February ~~29, 2020.~~28, 2021.

Lease term and discount rate information related to leases was as follows:


		As of August 31		As of February 29			As of August 31		As of February 28
Lease Term and Discount Rate	Lease Term and Discount Rate	2020		2020		Lease Term and Discount Rate	2021		2021
Weighted Average Remaining Lease Term (in years)	Weighted Average Remaining Lease Term (in years)					Weighted Average Remaining Lease Term (in years)
Operating leases	Operating leases	19.60		19.98		Operating leases	17.52		19.37
Finance leases	Finance leases	13.62		13.55		Finance leases	13.03		13.56

Weighted Average Discount Rate	Weighted Average Discount Rate					Weighted Average Discount Rate
Operating leases	Operating leases	5.37	%	5.40	%	Operating leases	4.80	%	5.36	%
Finance leases	Finance leases	10.66	%	10.32	%	Finance leases	14.72	%	15.09	%

Supplemental cash flow information related to leases was as follows:


		Six Months Ended August 31							Six Months Ended August 31
(In thousands)	(In thousands)	2020		2019		(In thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	28,524	$	28,601	Operating cash flows from operating leases	$	31,656	$	28,524
Operating cash flows from finance leases	Operating cash flows from finance leases	$	3,872	$	1,581	Operating cash flows from finance leases	$	5,383	$	3,872
Financing cash flows from finance leases	Financing cash flows from finance leases	$	2,880	$	1,694	Financing cash flows from finance leases	$	5,709	$	2,880

Lease assets obtained in exchange for lease obligations:	Lease assets obtained in exchange for lease obligations:							Lease assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	10,740	$	19,137	Operating leases	$	44,059	$	10,740
Finance leases	Finance leases	$	15,711	$	43,653	Finance leases	$	12,404	$	15,711

Page 2426

Maturities of lease liabilities were as follows:


		As of August 31, 2020							As of August 31, 2021
(In thousands)	(In thousands)	Operating Leases⁽¹⁾		Finance Leases⁽¹⁾		(In thousands)	Operating Leases		Finance Leases
Fiscal 2021, remaining		$	27,680	$	7,627
Fiscal 2022		52,780		16,151
Fiscal 2022, remaining						Fiscal 2022, remaining	$	34,412	$	11,910
Fiscal 2023	Fiscal 2023	50,211		16,401		Fiscal 2023	69,275		25,412
Fiscal 2024	Fiscal 2024	49,339		19,123		Fiscal 2024	68,758		28,377
Fiscal 2025	Fiscal 2025	48,214		15,415		Fiscal 2025	68,264		25,088
Fiscal 2026						Fiscal 2026	62,809		25,660
Thereafter	Thereafter	573,369		115,685		Thereafter	626,099		197,335
Total lease payments	Total lease payments	801,593		190,402		Total lease payments	929,617		313,782
Less: interest	Less: interest	(334,864)		(92,204)		Less: interest	(347,645)		(174,678)
Present value of lease liabilities	Present value of lease liabilities	$	466,729	$	98,198	Present value of lease liabilities	$	581,972	$	139,104

⁽¹⁾~~Lease payments exclude $112.1 million of legally binding minimum lease payments for leases signed but not yet commenced.~~

~~14.~~15. Supplemental Cash Flow Information

Supplemental disclosures of cash flow information:


		Six Months Ended August 31							Six Months Ended August 31
(In thousands)	(In thousands)	2020		2019		(In thousands)	2021		2020
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
(Decrease) increase in accrued capital expenditures		$	(30,821)	$	2,226
Increase in financing obligations		$	0	$	31,893
Increase (decrease) in accrued capital expenditures						Increase (decrease) in accrued capital expenditures	$	6,038	$	(30,821)

See Note 1314 for supplemental cash flow information related to leases.

~~15.~~16. Contingent Liabilities

Litigation. On October 31, 2017, Joshua Sabanovich v. CarMax ~~entities are defendants~~Superstores California, LLC et al., a putative class action, was filed in ~~four proceedings~~the Superior Court of California, County of Stanislaus asserting wage and hour claims with respect to CarMax sales consultants and non-exempt employees in California. The asserted claims include failure to pay minimum ~~wage,~~wage; provide meal periods and rest ~~breaks,~~breaks; pay statutory/contractual ~~wages,~~wages; reimburse for work-related expenses and provide accurate itemized wage statements; unfair competition; and Private ~~Attorney~~Attorneys General Act (“PAGA”) claims. On September 4, 2015, Craig Weiss et al., v. CarMax Auto Superstores California, LLC, and CarMax Auto Superstores West Coast, Inc., a putative class action, was filed in the Superior Court of California, County of Placer. The ~~Weiss~~Sabanovich lawsuit seeks civil penalties, fines, cost of suit, and the recovery of attorneys’ fees. On June 29, 2016, Ryan Gomez et al. v. CarMax Auto Superstores California, LLC, and CarMax Auto Superstores West Coast, Inc., a putative class action, was filed in the Superior Court of the State of California, Los Angeles. The Gomez lawsuit seeks declaratory relief, unspecified damages, restitution, statutory penalties, interest, cost and attorneys’ fees. Based upon our evaluation of information currently available, we believe that the ultimate resolution of the Sabanovich lawsuit will not have a material adverse effect on our financial condition, results of operations or cash flows.

CarMax entities are defendants in three proceedings asserting wage and hour claims with respect to non-exempt CarMax employees in California. The asserted claims include failure to provide meal periods and rest breaks; pay statutory or contractual wages; reimburse for work-related expenses; and PAGA claims. Two of these claims have been filed in court, whereas one has yet to be filed in court. On ~~October 31, 2017, Joshua Sabanovich~~July 9, 2021, Daniel Bendure v. CarMax Auto Superstores California, LLC ~~et.~~et al., a putative class action, was filed in the Superior Court of California, County of ~~Stanislaus.~~San Bernardino. The ~~Sabanovich~~Bendure lawsuit seeks ~~unspecified~~civil penalties for violation of the Labor Code, attorneys’ fees, costs, restitution of unpaid wages, interest, injunctive and equitable relief, general damages, ~~restitution, statutory penalties, interest, cost~~ and ~~attorneys’ fees.~~special damages. On ~~November 21, 2018, Derek McElhannon et al~~August 12, 2021, Jordon Miller v. CarMax Auto Superstores California, LLC ~~and CarMax Auto Superstores West Coast, Inc.~~et al., a putative class action, was filed in Superior Court of California, County of Alameda. On February 1, 2019, the McElhannon lawsuit was removed to the U.S. District Court, Northern District of California, San Francisco Division. The lawsuit was remanded back to the Superior Court of California, County of ~~Alameda on June 4, 2019.~~Riverside. The ~~McElhannon~~Miller lawsuit also seeks ~~unspecified damages, restitution, statutory and/or~~ civil penalties ~~interest, cost and attorneys’ fees.~~

~~CarMax has reached a global agreement settling the Weiss, Gomez and McElhannon lawsuits on a class basis. The settlement agreement was submitted~~ for ~~pre-approval to the Superior Court of California, County of Placer on August 14, 2020 as part~~violation of the ~~Weiss lawsuit~~Labor Code, attorneys’ fees, costs, restitution of unpaid wages, interest, injunctive and equitable relief, general damages, and special damages. On August 3, 2021, Charles Walker filed a notice with the ~~settlement~~California Labor Workforce Development Agency, which is ~~expected~~a prerequisite to ~~be submitted for final approval following the completion of required class procedures. In anticipation~~filing a PAGA action in court. To date, Walker has not yet filed a lawsuit. We are unable to make a reasonable estimate of the ~~consolidation~~amount or range of ~~claims under the global settlement agreement, on March 11, 2020, the Gomez and McElhannon lawsuits were dismissed, as the claims of the plaintiffs will be addressed~~loss that could result from an unfavorable outcome in ~~the global settlement. The monetary settlement under this agreement is for an immaterial amount that has been fully accrued.~~

~~Page 25~~

The Sabanovich lawsuit is not included in the global settlement agreement. Based upon our evaluation of information currently available, we believe that the ultimate resolution of the foregoing proceedings will not have a material adverse effect, either individually or in the aggregate, on our financial condition, results of operations or cash flows.

As previously reported, the company has cooperated with representatives from multiple California municipality district attorney offices in an inquiry by those offices into the handling, storage and disposal of certain types of hazardous waste at our store locations in those municipalities. CarMax and the district attorney offices have reached a settlement agreement, which was entered and approved by the Superior Court of California, County of Orange on June 8, 2020. The settlement includes an immaterial monetary payment covering penalties, costs, and supplemental environmental projects as well as certain injunctive relief.these matters.

The company is a class member in a consolidated and settled class action lawsuit (In re: Takata Airbag Product Liability Litigation (U.S. District Court, Southern District of Florida)) against Toyota, Mazda, Subaru, BMW, Honda, Nissan and Ford related to the economic loss associated with defective Takata airbags installed as original equipment in certain model vehicles from model years 2000-2018. On April 15, 2020, CarMax received $40.3 million in net recoveries from the Toyota, Mazda, Subaru, BMW, Honda and Nissan settlement funds. CarMax remains a class member for the Ford settlement fund. We are unable to make a reasonable estimate of the amount or range of gain that could result from CarMax’s participation in the Ford settlement fund.

Page 27

We are involved in various other legal proceedings in the normal course of business. Based upon our evaluation of information currently available, we believe that the ultimate resolution of any such proceedings will not have a material adverse effect, either individually or in the aggregate, on our financial condition, results of operations or cash flows.

Other Matters. In accordance with the terms of real estate lease agreements, we generally agree to indemnify the lessor from certain liabilities arising as a result of the use of the leased premises, including environmental liabilities and repairs to leased property upon termination of the lease. Additionally, in accordance with the terms of agreements entered into for the sale of properties, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of the sale, including environmental liabilities and liabilities resulting from the breach of representations or warranties made in accordance with the agreements. We do not have any known material environmental commitments, contingencies or other indemnification issues arising from these arrangements.

As part of our customer service strategy, we guarantee the used vehicles we retail with a 90-day/4,000 mile limited warranty. A vehicle in need of repair within this period will be repaired free of charge. As a result, each vehicle sold has an implied liability associated with it. Accordingly, based on historical trends, we record a provision for estimated future repairs during the guarantee period for each vehicle sold. The liability for this guarantee was ~~$15.7~~$20.8 million as of August 31, ~~2020,~~2021, and ~~$10.5~~$15.2 million as of February ~~29, 2020,~~28, 2021, and is included in accrued expenses and other current liabilities.

17. Segment Information

We operate in two reportable segments: CarMax Sales Operations and 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.

We also have a non-reportable operating segment related to our recently acquired Edmunds business, which is reflected as “Other” in the segment tables below. Revenue generated by Edmunds primarily represents advertising and subscription revenues as discussed in Note 3. Edmunds also generates intersegment revenue as a result of transactions between Edmunds and CarMax Sales Operations, which represent arm’s length transactions at prevailing market prices. Such amounts are eliminated in consolidation.

The performance of our CarMax Sales Operations segment is reviewed by our chief operating decision maker at the gross profit level, the components of which are presented in the tables below. Required segment information related to our CAF segment is presented in Note 4. Additionally, asset information by segment is not utilized for purposes of assessing performance or allocating resources and, as a result, such information has not been presented.

Segment Information


	Three Months Ended August 31, 2021
(In thousands)	CarMax Sales Operations		Other		Eliminations		Total
Sales and operating revenues	$	7,953,811	$	34,548	$	—	$	7,988,359
Intersegment sales and operating revenues	—		7,008		(7,008)		—
Total sales and operating revenues	$	7,953,811	$	41,556	$	(7,008)	$	7,988,359
Depreciation and amortization (1)	$	176	$	2,208	$	—	$	2,384
Gross profit	$	788,089	$	29,072	$	(1,677)	$	815,484
Reconciliation to Consolidated Earnings Before Taxes (“EBT”):
CAF Income							200,033
Selling, general and administrative expenses							(574,286)
Depreciation and amortization (2)							(52,789)
Interest expense							(22,410)
Other income (expense)							1,782
Earnings before income taxes							$	367,814

Page 2628


	Six Months Ended August 31, 2021
(In thousands)	CarMax Sales Operations		Other		Eliminations		Total
Sales and operating revenues	$	15,651,410	$	34,548	$	—	$	15,685,958
Intersegment sales and operating revenues	—		7,008		(7,008)		—
Total sales and operating revenues	$	15,651,410	$	41,556	$	(7,008)	$	15,685,958
Depreciation and amortization (1)	$	301	$	2,208	$	—	$	2,509
Gross profit	$	1,712,598	$	29,072	$	(1,677)	$	1,739,993
Reconciliation to Consolidated Earnings Before Taxes (“EBT”):
CAF Income							441,764
Selling, general and administrative expenses							(1,128,355)
Depreciation and amortization (2)							(102,679)
Interest expense							(42,944)
Other income (expense)							27,359
Earnings before income taxes							$	935,138

(1) Represents only the portion of depreciation and amortization recorded within Cost of sales, and thus included in the calculation of Gross profit.

(2) Exclusive of depreciation and amortization recorded within Cost of sales.

Page 29

ITEM 2.

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, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020~~28, 2021 (“fiscal ~~2020”~~2021”), as well as our consolidated financial statements and the accompanying notes included in Item 1 of this Form 10-Q. Note references are to the notes to consolidated financial statements included in Item 1. All references to net earnings per share are to diluted net earnings per share. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Amounts and percentages may not total due to rounding.

OVERVIEW

CarMax is the nation’s largest and most profitable 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. Our consolidated financial statements include the financial results related to our Edmunds Holding Company (“Edmunds”) business, which does not meet the definition of a reportable segment. For purposes of our MD&A discussion, amounts related to that business are discussed in combination with our CarMax Sales Operations segment. Separate discussion of these amounts is not considered meaningful for the purpose of gaining an understanding of our business, as the significant drivers of these operations in total are consistent with those of our CarMax Sales Operations segment. Where appropriate, specific amounts related to non-reportable segments have been disclosed for informational purposes.

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 omni-channel ~~experience,~~platform, which gives us the largest addressable market in the used car industry, empowers our retail customers to buy a car on their terms – online, in-store or a seamless ~~integration~~combination of both. Customers can choose to complete the car-buying experience in-person at one of our stores; or buy the car online and receive delivery through contactless curbside pickup, available nationwide, or home delivery, available to most customers.

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 August 31, ~~2020,~~2021, we operated ~~220~~225 used car stores in 106 U.S. television markets, as well as 21 new car ~~franchises.~~franchise, which was sold on September 30, 2021. As of ~~that date,~~August 31, 2021, wholesale auctions previously held at 74 of our used car stores were being conducted virtually.

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 loans receivable 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 ~~40.1%~~43.4% of our retail used vehicle unit sales in the first six months of fiscal ~~2021.~~2022. As of August 31, ~~2020,~~2021, CAF serviced approximately ~~1,027,000~~1,083,000 customer accounts in its ~~$13.38~~$14.98 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 loans receivable, including trends in credit losses and delinquencies, and CAF direct expenses.

~~Impact of COVID-19~~

~~In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”~~) as a global pandemic. In the following weeks, many U.S. states and localities issued shelter-in-place orders impacting the operations of our stores and consumer demand. We followed mandates from public health officials and government agencies, including implementation of enhanced cleaning measures and social distancing guidelines and, in many localities, the closing of stores and wholesale auctions. As a result of these store closures and lower consumer demand, we announced in April 2020 that more than 15,000 associates had been placed on furlough. During the first six months of fiscal 2021, we spent approximately

Page 2730

$30 million supporting associates impacted by COVID-19, store closures and furloughs. This included providing associates with at least 14 days of pay continuity upon store closure or quarantine, along with continuing medical benefits for associates who were furloughed. During the second quarter of fiscal 2021, we began to call back associates from furlough and by the end of July 2020, we no longer had any associates on furlough.

We have implemented robust plans to reduce the risk of exposure and further spread of the virus in our stores and continue to follow the mandates of public health officials and government agencies. We also launched contactless curbside pickup nationwide to better serve our customers in alignment with enhanced safety practices. In addition, we quickly shifted our wholesale business from in-person to online auctions, and we continue to keep our appraisal lanes open for customers who want or need to sell their cars. During the second quarter of fiscal 2021, we completed the rollout of our omni-channel experience, which gives us the largest addressable market in the used car industry. This offering gives customers the option to seamlessly do as much, or as little, online and in-person as they prefer.

At the peak of the COVID-19 pandemic in early April, due to the mandates of public health officials and government agencies, approximately half of our stores were closed or under limited operations. Limited operations means the stores could sell cars but were limited to appointment-only, curbside pickup, home delivery or some combination of all three. As a result, used vehicle sales were down more than 75% during that period. Further, pricing and margin was pressured by sharp declines in industry wholesale valuations due to a steep depreciation environment. During this period, we reduced inventory levels to align with sales.

Since hitting a trough in early April, we have seen our sales improve as stores reopened, occupancy restrictions eased and customers re-engaged in car buying. As of August 31, 2020, all of our stores were open, but many continue to run under occupancy restrictions. We experienced negative comparable used unit sales in the first quarter of fiscal 2021, which continued into June when we experienced high single digit negative comparable used unit sales. The June results were more than offset by mid single digit positive comparable used unit sales in both July and August, a trend that continued through September. As demand increased during the second quarter, we were able to build our saleable inventory by more than 50% and successfully ramped up to target levels in September.

The impact of COVID-19 on CAF loan origination volume has been consistent with our retail and wholesale sales performance noted above. As the pandemic escalated, we saw an increase in delinquencies and greater demand for payment extensions. In response, we implemented a variety of measures to support our customers through this difficult time and to maximize the long-term collectability of the portfolio. This included temporarily suspending repossessions, waiving late fees, and providing loan payment extensions where appropriate. In addition to pausing our in-house Tier 3 lending, we also made temporary underwriting adjustments focused on preserving CAF's high-quality portfolio and tested certain loan routing to our third-party providers.

Payment extensions spiked in April and have declined significantly since then as customers have exhibited the ability and willingness to pay. During the first six months of fiscal 2021, delinquency rates were lower year-over-year. During the back half of the second quarter of fiscal 2021, we ceased CAF's underwriting adjustments noted above, and in September we resumed our in-house Tier 3 lending.

In response to COVID-19, we took several measures in the first quarter of fiscal 2021 to enhance our liquidity position and provide additional financial flexibility. This included drawing down additional funds on our revolving credit facility, pausing our stock repurchase program, pausing our store expansion strategy and remodels, reducing inventory levels and aligning other operating expenses to the lower sales volume. In addition to the temporary furlough mentioned above, we also implemented a hiring freeze, reduced advertising spending and reduced labor hours. As of the end of the second quarter, we are actively hiring nationwide and have resumed our store expansion strategy with plans to open between eight and ten stores in fiscal 2022. Subsequent to the end of the second quarter, we used our cash on hand to fully pay down the outstanding balance on our revolving credit facility and resumed our share repurchase program.

During the first quarter of fiscal 2021, new legislation was enacted, and new IRS guidance was issued to provide relief to businesses in response to the COVID-19 pandemic. We have evaluated the tax provisions included in legislation such as the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), as well as recent IRS guidance. While the most significant impacts to the company include the employee retention tax credit and payroll tax deferral provisions of the CARES Act, we do not expect recent IRS guidance or the CARES Act to have a material impact on our results of operations.

The COVID-19 pandemic remains a rapidly evolving situation. We continue to actively monitor developments that may cause us to take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our associates, customers and shareholders. The duration and severity of the COVID-19

~~Page 28~~

outbreak are uncertain, and we are unable to determine the full impact that social distancing protocols, or potential subsequent outbreaks, will ultimately have on our operations or consumer demand. As such, the full impact on our revenues, profitability, financial position and liquidity remains uncertain at this time.

Revenues and Profitability

The sources of revenue and gross profit from the CarMax Sales Operations segment and other non-reportable segments for the first six months of fiscal ~~2021~~2022 are as follows:


			Net Sales and Operating Revenues			Gross Profit

A high-level summary of our financial results for the second quarter and first half of fiscal ~~2021~~2022 as compared to the second quarter and first half of fiscal ~~2020~~2021 is as ~~follows:~~follows(1):


(Dollars in millions except per share or per unit data)	(Dollars in millions except per share or per unit data)	Three Months Ended August 31, 2020			Change from Three Months Ended August 31, 2019		Six Months Ended August 31, 2020			Change from Six Months Ended August 31, 2019		(Dollars in millions except per share or per unit data)	Three Months Ended August 31, 2021			Change from Three Months Ended August 31, 2020		Six Months Ended August 31, 2021			Change from Six Months Ended August 31, 2020
Income statement information	Income statement information											Income statement information
Net sales and operating revenues	Net sales and operating revenues	$	5,372.2		3.3	%	$	8,600.9		(18.6)	%	Net sales and operating revenues	$	7,988.4		48.7	%	$	15,686.0		82.4	%
Gross profit	Gross profit	$	752.1		8.5	%	$	1,106.3		(22.9)	%	Gross profit	$	815.5		8.4	%	$	1,740.0		57.3	%
CAF income	CAF income	$	147.2		29.0	%	$	198.1		(13.9)	%	CAF income	$	200.0		35.9	%	$	441.8		122.9	%
Selling, general and administrative expenses	Selling, general and administrative expenses	$	490.2		2.0	%	$	863.9		(11.0)	%	Selling, general and administrative expenses	$	574.3		30.0	%	$	1,128.4		47.1	%
Net earnings	Net earnings	$	296.7		27.0	%	$	301.7		(39.7)	%	Net earnings	$	285.3		(3.9)	%	$	722.0		139.3	%
Unit sales information	Unit sales information											Unit sales information
Used unit sales	Used unit sales	217,330			3.9	%	352,358			(18.7)	%	Used unit sales	231,797			6.7	%	502,596			42.6	%
Change in used unit sales in comparable stores	Change in used unit sales in comparable stores	1.2		%	N/A		(21.0)		%	N/A		Change in used unit sales in comparable stores	6.2		%	N/A		41.8		%	N/A
Wholesale unit sales	Wholesale unit sales	132,980			5.1	%	196,275			(20.6)	%	Wholesale unit sales	188,098			41.4	%	369,487			88.2	%
Per unit information	Per unit information											Per unit information
Used gross profit per unit	Used gross profit per unit	$	2,214		1.4	%	$	2,108		(4.2)	%	Used gross profit per unit	$	2,185		(1.3)	%	$	2,196		4.2	%
Wholesale gross profit per unit	Wholesale gross profit per unit	$	1,086		17.0	%	$	1,051		6.8	%	Wholesale gross profit per unit	$	1,005		(7.5)	%	$	1,015		(3.4)	%
SG&A per used vehicle unit		$	2,256		(1.9)	%	$	2,452		9.5	%
SG&A as % of gross profit												SG&A as % of gross profit	70.4		%	11.6	%	64.8		%	(4.5)	%
Per share information	Per share information											Per share information
Net earnings per diluted share	Net earnings per diluted share	$	1.79		27.9	%	$	1.83		(38.8)	%	Net earnings per diluted share	$	1.72		(3.9)	%	$	4.35		137.7	%

(1) Where applicable, amounts are net of intercompany eliminations.

Net earnings per diluted share during the first half of fiscal 2021 included a one-time benefit of $0.18 in connection with our receipt of settlement proceeds in April 2020 related to a previously disclosed class action lawsuit. Refer to “Results of Operations” for further details on our revenues and profitability.

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) as a global pandemic. Throughout fiscal 2021, many U.S. states and localities had shelter-in-place orders and occupancy restrictions,

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impacting the operations of our stores and consumer demand. As a result, our fiscal 2021 results were significantly impacted by the COVID-19 pandemic, primarily during the first quarter.

Although the immediate impact of COVID-19 has subsided, uncertainty continues. During the first half of fiscal 2022, states and localities were in the midst of a vaccine distribution program and easing certain state-mandated restrictions; however, the continued spread and impact of COVID-19 persists, particularly as it relates to the emergence of new variants of the virus. We continue to actively monitor developments that may cause us to take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our associates, customers, communities and shareholders.

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. In addition to funding our operations, this liquidity was ~~historically~~ used to fund the repurchase of common stock under our share repurchase program, ~~and~~ our store ~~growth.~~ growth and the Edmunds acquisition, which was completed during the second quarter of fiscal 2022.

Our current capital allocation strategy is to ~~remain focused on growing the business while maintaining the appropriate amount of caution given the uncertainty that remains in the economic environment.~~

As noted above, in response to the COVID-19 situation, we took certain measures in the first quarter of fiscal 2021 to enhance our liquidity position and provide additional financial flexibility, including drawing down additional fundsfocus on our ~~revolving credit facility, pausing our stock repurchase program, pausing~~core business, including investing in digital capabilities and the strategic expansion of our store ~~expansion strategy~~footprint, pursue new growth opportunities through investments, partnerships and ~~remodels~~acquisitions and ~~actively aligning operating expenses~~return excess capital to the current state of the business, including the previously discussed furlough. We strengthened our overall financial position by selling through inventory and quickly aligning costs to lower sales volumes. As demand increased during the second quarter, we were able to build our saleable inventory by more than 50% and successfully ramped up to target levels in September. Subsequent to the end of the second quarter, we fully paid down the outstanding balance on our revolving credit facility and resumed our store expansion strategy and share repurchase program.shareholders. Given the ~~turnaround~~year-over-year improvement in our business and overall macroeconomic conditions, the strength of the credit markets and our solid balance sheet, we believe we have the appropriate liquidity, access to capital and financial strength to support our operations and continue investing in our ~~omni and digital~~strategic initiatives for the foreseeable future.

Strategic Update and Future Outlook

~~The COVID-19 situation has created an unprecedented~~Since completing our omni-channel rollout in the second quarter of fiscal 2021, we now have a common platform across all of CarMax that leverages our scale, nationwide footprint and ~~challenging time. As discussed above, we have taken several steps~~infrastructure and empowers our customers to ~~ensure~~buy a strong liquidity position and enable our stores to operate amidst the current health and safety concerns. We will continue to monitor the COVID-19 situation and make any further decisions necessary to position the company for a strong recovery as we emerge from this crisis.

vehicle on their terms. We recognize the ~~current environment has~~events over the past year and a half have accelerated a shift in consumer buying behavior. Customers are seeking safety, personalization and convenience ~~more than ever~~ in how they shop for and buy a ~~vehicle.~~vehicle more than ever. Our omni-channel ~~experience~~platform empowers customers to buy a car on their own terms, whether completely from home, in-store or through a seamlessly integrated combination of online and in-store experiences. ~~The current environment creates an opportunity for~~Our diversified business model, combined with our emerging omni-channel experience, is a unique advantage in the used car industry that firmly positions us to ~~use~~continue growing our ~~unique consumer offering to capitalize on our current position and grow~~ market ~~share. We completed~~share while creating shareholder value over the long-term.

With the completion of our omni-channel platform rollout, ~~in the second quarter of fiscal 2021 and~~we are now focusing our efforts on optimizing and enhancing the customer experience. In particular, we are focused on completing the roll out of our self-service experience. Currently, slightly more than 50% of our customers are eligible to complete an online retail sale independently if they choose, up from 40% in the first quarter. We are on track to bring this capability to all of our retail consumers by the end of fiscal 2022. In the second quarter of fiscal 2022, online retail sales accounted for 9% of retail unit sales, consistent with the previous quarter and up from 3% in the prior year quarter. Online retail sales accounted for 5% of retail unit sales for both the third and fourth quarter of fiscal 2021. An online retail sale is defined as a sale where the customer completes all four of the following activities remotely: reserving the vehicle; financing the vehicle, if needed; trading-in or opting out of a trade-in; and, creating an online sales order. Omni sales, defined as sales where customers complete at least one of the four activities listed above online, represented approximately 55% of retail sales, consistent with the previous quarter and up from 49% in the prior year quarter. Omni sales represented approximately 49% and 51% of retail sales for the third and fourth quarter of fiscal 2021, respectively. The growing rate of customer adoption versus the prior year reinforces our belief in our omni-channel strategy.

Revenue from online transactions, defined as revenue from retail sales that qualify as an online retail sale, as well as any related EPP and third-party finance contribution, wholesale sales where the winning bid was taken from an online bid and all revenue earned by Edmunds, was $2.2 billion, or approximately 28% of net revenues in the second quarter of fiscal 2022, up from 24% in the previous quarter and 18% in the prior year quarter. Revenue from online transactions was approximately 20% and 17% of net revenues in the third and fourth quarter of fiscal 2021, respectively.

In the fourth quarter of fiscal 2021, we completed the nationwide rollout of our online instant appraisal offer, which quickly provides customers an offer on their vehicle. This innovative experience ~~with new enhancements.~~allowed us to purchase approximately 188,000 vehicles online from consumers during the second quarter of fiscal 2022, representing 52% of total buys from consumers, up from 48% in the previous quarter. This offering supports our belief that we have become and are further expanding our position as the largest online buyer of used vehicles from consumers in the US.

Historically, our annual self-sufficiency rate has been between 36% and 41%. For the first quarter of fiscal 2022, our self-sufficiency rate was between 45% and 50%, and for the second quarter of fiscal 2022 we achieved a record self-sufficiency rate

Page 32

of approximately 70%. In the second quarter of fiscal 2022, total vehicles purchased from consumers was 364,263, a 7% increase versus the prior quarter and a 59% increase versus the prior year quarter, strengthening our leadership position as the largest used vehicle buyer from consumers.

At the end of the fourth quarter of fiscal 2021, we also launched a financing offer product in our online checkout process. With this enhancement, eligible customers can apply and accept finance offers without needing the assistance of an associate to submit a credit application over the phone or in store; we continue to enhance and further expand this product. Nearly 65% of our finance customers start their loan process online with a pre-approval application, and as of the second quarter of fiscal 2022, 100% of those customers now receive a digital decision that includes customized loan terms. In addition, a majority of those customers, through no additional time or effort on their part, are provided digital access to their personalized financing terms on every car in our inventory.

Our strategic investments in the near term ~~our strategic investments~~ will focus on our customer experience, vehicle acquisition and marketing. As we ~~go forward,~~continue enhancing our online experience and offerings, we ~~plan~~believe it is important to ~~focus on clearly differentiating~~educate customers about our ~~brand from digital-only~~omni-channel platform and ~~traditional dealer brands by demonstrating~~to differentiate and elevate our brand. During the ~~benefits~~fourth quarter of fiscal 2021, we introduced the next phase of our ~~omni-channel offering.~~national multi-media marketing campaign. As a result, ~~we plan~~marketing spend increased year-over-year in the first half of fiscal 2022. We expect our marketing spend to ~~increase our year-over-year marketing spend~~remain elevated in fiscal 2022 with per unit expenses similar to those experienced in the second half of fiscal 2021. We ~~also~~believe we are well positioned to gain market share through the promotion of our omni-channel platform and new product offerings such as our Love Your Car Guarantee.

Our strategic investments include the acquisition of Edmunds, which we completed on June 1, 2021. The acquisition is the first in CarMax history, and adds one of the most well established and trusted online guides for automotive information and a recognized industry leader in digital car shopping innovations to the CarMax family. With this acquisition, CarMax has enhanced its digital capabilities and further strengthened its role and reach across the used auto ecosystem while adding exceptional technology and creative talent. Edmunds continues to operate independently and remains focused on delivering confidence to consumers and excellent value to its dealer and OEM clients. Additionally, this acquisition allows both businesses to accelerate their respective capabilities to deliver an enhanced digital experience to their customers by leveraging Edmunds’ compelling content and technology, CarMax's unparalleled national scale and infrastructure, and the combined talent of both businesses. Edmunds was slightly accretive to our profitability in the second quarter of fiscal 2022. We expect Edmunds’ financial results to have an immaterial impact to CarMax’s earnings per share in fiscal 2022, with potential for significant shareholder value creation over the longer term.

In order to execute our long-term strategy, we plan to continue to ~~focus~~invest in various strategic initiatives to increase innovation, specifically with regards to customer-facing and customer-enabling technologies, as well as marketing. We are also focused on ~~driving effectiveness through~~ensuring we are efficient in our ~~centralized CECs, improving our core buying channels~~spend, targeting specific areas where we expect to achieve more efficiencies and ~~opening new buying channels and modernizing our wholesale auction platforms. While it is still a relatively new capability for us and still maturing,~~leverage. This includes our CECs, which are ~~quickly~~maturing and becoming more ~~effective than our previous model. Approximately 70%~~efficient and effective. Our use of ~~our customers interacted with our CECs during the second quarter. Additionally, approximately 50%~~data is a core component of our customers chose to progress their sale remotely, which is up from 42% prior to COVID-19. We have taken decisive actions since the start of the COVID-19 pandemic that have supported our ability to appropriately manage costs. We will continue to act on opportunities to become leaner, more agilethese initiatives and ~~a more cost-effective organization over the long term.~~

~~Our long-term strategy~~ continues to be ~~focused~~a strategic asset for us as we leverage data to enhance the customer experience and increase operational efficiencies. For fiscal 2022, we would expect to lever SG&A as a percentage of gross profit when our gross profit growth is in the range of 5% to 8% on ~~completing~~a two-year stacked basis. In periods of investment, like fiscal 2022, we will need to be at the ~~rollout~~higher end of this two-year range to lever against the previous fiscal year.

Over the next five years, we expect our diversified model, the scale of our ~~retail concept~~operations, our investments and ~~optimizing our~~ omni-channel ~~experience, with~~strategy to provide a solid foundation for further growth. As such, we have set the ~~goal of increasing our~~following long-term targets, which we are currently on track to achieve:

•Grow national market share of 0- to 10-year old vehicles to more than 5% by the end of calendar year 2025.

•Sell two million used ~~vehicle unit sales~~vehicles per year by fiscal 2026 through our retail and wholesale channels combined.

•Generate net revenue of approximately $33 billion in each of the markets in which we operate. At the same time, we are identifying and investing in new initiatives that we believe will also be solid contributors to our earnings growth. We believe, over the long term, used vehicle unit sales are the primary driver for earnings growth. We also believe increased used vehicle unit sales will drive increased sales of wholesale vehicles and ancillary products and, over time, increased CAF income.fiscal 2026.

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In calendar ~~2019,~~2020, we estimate we sold approximately ~~4.7%~~4.3% of the age 0- to 10-year old vehicles sold in the comparable store markets in which we were operating and approximately 3.5% of the age 0- to 10-year old vehicles sold on a nationwide basis. Our strategy to increase our market share and achieve our other long-term targets includes focusing on:

•Delivering a 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~~reduce waste.

•Leveraging data and advanced analytics to continuously improve the customer experience as well as our processes and systems.

•

~~In order~~Utilizing advertising to ~~execute~~educate customers about our ~~long-term strategy, we have invested in various strategic initiatives~~omni-channel platform and to ~~increase innovation, specifically with regards to customer-facing~~differentiate and ~~customer-enabling technologies. We continue to make improvements to~~elevate our website and enhance customer experiences, such as finance pre-approval, online appraisal, home delivery and curbside pick-up. We are also developing and implementing tools that help our associates be more efficient and effective. Additionally, we have centralized customer support in our CECs, which we believe provides 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. While in any individual period conditions may vary, in periods of elevated investment in our strategic initiatives, we would expect to leverage our SG&A expenses when comparable store used unit sales growth is in the range of 5% to 8% on an annual basis.brand.

As of August 31, ~~2020,~~2021, we had used car stores located in 106 U.S. television markets, which covered approximately ~~78%~~77% of the U.S. population. The format and operating models utilized in our stores are continuously evaluated and may change or evolve over time based upon market and consumer expectations. During the first six months of fiscal ~~2021,~~2022, we opened ~~four~~five stores, and during the remainder of the fiscal year we plan to open five stores. In response to COVID-19, we paused our store expansion strategy in the first quarter of fiscal 2021. We are resuming new store growth and anticipate opening between eight and ten stores in fiscal 2022.

While we execute both our short- and long-term strategy, there are trends and factors that could impact our strategic approach or our results in the short and medium term. For additional information about risks and uncertainties facing our company, see “Risk Factors,” included in Part I. Item 1A of the Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020.~~28, 2021.

CRITICAL ACCOUNTING POLICIES

For information on critical accounting policies, see "Critical Accounting Policies" in the MD&A included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020 and Part I, Item 2 of the Quarterly Report on Form 10-Q for the period ended May 31, 2020.~~28, 2021.

~~Page 31~~

RESULTS OF OPERATIONS – CARMAX SALES OPERATIONS AND OTHER NON-REPORTABLE SEGMENTS

NET SALES AND OPERATING REVENUES


		Three Months Ended August 31										Six Months Ended August 31											Three Months Ended August 31				Six Months Ended August 31
(In millions)	(In millions)	2020		2019		Change		2020		2019		Change		(In millions)	2021		2020		Change		2021		2020		Change
Used vehicle sales	Used vehicle sales	$	4,389.2	$	4,346.3	1.0	%	$	7,175.4	$	8,887.0	(19.3)	%	Used vehicle sales	$	6,104.4	$	4,389.2	39.1	%	$	12,261.7	$	7,175.4	70.9	%
Wholesale vehicle sales	Wholesale vehicle sales	819.1		678.3		20.8	%	1,161.9		1,340.7		(13.3)	%	Wholesale vehicle sales	1,701.6		819.1		107.7	%	3,075.9		1,161.9		164.7	%
Other sales and revenues:	Other sales and revenues:													Other sales and revenues:
Extended protection plan revenues	Extended protection plan revenues	119.4		113.3		5.4	%	192.8		224.6		(14.2)	%	Extended protection plan revenues	113.0		119.4		(5.4)	%	247.3		192.8		28.2	%
Third-party finance fees, net	Third-party finance fees, net	(15.4)		(10.3)		(49.6)	%	(26.2)		(25.8)		(1.4)	%	Third-party finance fees, net	2.8		(15.4)		118.0	%	(1.8)		(26.2)		93.1	%
Advertising & subscription revenues (1)														Advertising & subscription revenues (1)	34.5		—		100.0	%	34.5		—		100.0	%
Other	Other	59.9		73.6		(18.6)	%	97.0		141.0		(31.2)	%	Other	32.1		59.9		(46.4)	%	68.3		97.0		(29.5)	%
Total other sales and revenues	Total other sales and revenues	163.9		176.6		(7.2)	%	263.6		339.8		(22.4)	%	Total other sales and revenues	182.4		163.9		11.3	%	348.3		263.6		32.1	%
Total net sales and operating revenues	Total net sales and operating revenues	$	5,372.2	$	5,201.2	3.3	%	$	8,600.9	$	10,567.5	(18.6)	%	Total net sales and operating revenues	$	7,988.4	$	5,372.2	48.7	%	$	15,686.0	$	8,600.9	82.4	%

(1) Excludes intersegment revenues that have been eliminated in consolidation. See Note 17 for further details.

UNIT SALES


		Three Months Ended August 31						Six Months Ended August 31								Three Months Ended August 31			Six Months Ended August 31
		2020	2019	Change		2020	2019	Change			2021	2020	Change		2021	2020	Change
Used vehicles	Used vehicles	217,330	209,091	3.9	%	352,358	433,359	(18.7)	%	Used vehicles	231,797	217,330	6.7	%	502,596	352,358	42.6	%
Wholesale vehicles	Wholesale vehicles	132,980	126,513	5.1	%	196,275	247,281	(20.6)	%	Wholesale vehicles	188,098	132,980	41.4	%	369,487	196,275	88.2	%

Page 34

AVERAGE SELLING PRICES


		Three Months Ended August 31										Six Months Ended August 31											Three Months Ended August 31				Six Months Ended August 31
		2020		2019		Change		2020		2019		Change			2021		2020		Change		2021		2020		Change
Used vehicles	Used vehicles	$	19,991	$	20,581	(2.9)	%	$	20,127	$	20,306	(0.9)	%	Used vehicles	$	26,141	$	19,991	30.8	%	$	24,197	$	20,127	20.2	%
Wholesale vehicles	Wholesale vehicles	$	5,891	$	5,090	15.7	%	$	5,639	$	5,150	9.5	%	Wholesale vehicles	$	8,701	$	5,891	47.7	%	$	7,997	$	5,639	41.8	%

COMPARABLE STORE USED VEHICLE SALES CHANGES


		Three Months Ended August 31⁽¹⁾						Six Months Ended August 31⁽¹⁾							Three Months Ended August 31 (1)				Six Months Ended August 31 (1)
		2020		2019		2020		2019			2021		2020		2021		2020
Used vehicle units	Used vehicle units	1.2	%	3.2	%	(21.0)	%	6.3	%	Used vehicle units	6.2	%	1.2	%	41.8	%	(21.0)	%
Used vehicle revenues	Used vehicle revenues	(1.6)	%	6.3	%	(21.6)	%	7.9	%	Used vehicle revenues	38.8	%	(1.6)	%	70.4	%	(21.6)	%

⁽¹⁾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


		Three Months Ended August 31						Six Months Ended August 31							Three Months Ended August 31				Six Months Ended August 31
		2020		2019		2020		2019			2021		2020		2021		2020
Used vehicle units	Used vehicle units	3.9	%	6.2	%	(18.7)	%	9.6	%	Used vehicle units	6.7	%	3.9	%	42.6	%	(18.7)	%
Used vehicle revenues	Used vehicle revenues	1.0	%	9.3	%	(19.3)	%	11.1	%	Used vehicle revenues	39.1	%	1.0	%	70.9	%	(19.3)	%

Wholesale vehicle units	Wholesale vehicle units	5.1	%	4.7	%	(20.6)	%	5.6	%	Wholesale vehicle units	41.4	%	5.1	%	88.2	%	(20.6)	%
Wholesale vehicle revenues	Wholesale vehicle revenues	20.8	%	8.0	%	(13.3)	%	7.6	%	Wholesale vehicle revenues	107.7	%	20.8	%	164.7	%	(13.3)	%

~~Page 32~~

USED VEHICLE FINANCING PENETRATION BY CHANNEL (BEFORE THE IMPACT OF 3-DAY PAYOFFS)


		Three Months Ended August 31⁽¹⁾						Six Months Ended August 31⁽¹⁾							Three Months Ended August 31 (1)				Six Months Ended August 31 (1)
		2020		2019		2020		2019			2021		2020		2021		2020
CAF⁽²⁾	CAF⁽²⁾	45.7	%	46.8	%	42.8	%	46.5	%	CAF (2)	47.1	%	45.7	%	46.9	%	42.8	%
Tier 2⁽³⁾	Tier 2⁽³⁾	22.3	%	19.7	%	24.7	%	20.0	%	Tier 2 (3)	21.6	%	22.3	%	22.2	%	24.7	%
Tier 3⁽⁴⁾	Tier 3⁽⁴⁾	11.1	%	9.6	%	12.4	%	10.6	%	Tier 3 (4)	7.2	%	11.1	%	8.7	%	12.4	%
Other ⁽⁵⁾	Other ⁽⁵⁾	20.9	%	23.9	%	20.1	%	22.9	%	Other (5)	24.1	%	20.9	%	22.2	%	20.1	%
Total	Total	100.0	%	100.0	%	100.0	%	100.0	%	Total	100.0	%	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


		Three Months Ended August 31			Six Months Ended August 31				Three Months Ended August 31		Six Months Ended August 31
		2020	2019	2020	2019		2021	2020	2021	2020
Used car stores, beginning of period	Used car stores, beginning of period	220	206	216	203	Used car stores, beginning of period	222	220	220	216
Store openings	Store openings	—	3	4	6	Store openings	3	—	5	4
Used car stores, end of period	Used car stores, end of period	220	209	220	209	Used car stores, end of period	225	220	225	220

During the first six months of fiscal ~~2021,~~2022, we opened ~~four~~five stores ~~all in existing television markets (Tampa,~~(Miami, FL; ~~Philadelphia, PA; New Orleans, LA; and~~Tampa, FL; Gainesville, FL; Los Angeles, ~~CA)~~CA; and Greenville, NC).

Page 35

Used Vehicle Sales. The ~~1.0%~~39.1% increase in used vehicle revenues in the second quarter of fiscal ~~2021~~2022 was primarily ~~due to~~driven by a ~~3.9%~~6.7% increase in used unit ~~sales.~~sales and a 30.8% increase in average retail selling price. The increase in used units included a ~~1.2%~~6.2% increase in comparable store used unit sales. For the first six months of fiscal 2022, used vehicle revenues increased 70.9%, driven by a 42.6% increase in used unit sales and ~~sales from newer stores not yet~~a 20.2% increase in average selling price. The increase in used units included a 41.8% increase in ~~the~~ comparable store ~~base. The~~used unit sales. Online retail sales, as defined previously, accounted for 9% and 8% of used unit sales for the second quarter and first six months of fiscal 2022, respectively, compared with 3% for both the second quarter and first six months of fiscal 2021, respectively.

We believe several factors contributed to our strong comparable store used unit sales ~~performance reflected strong conversion, continued support from financing,~~ growth ~~in web initiated selling opportunities,~~for both the second quarter and first six months of fiscal 2022, including a robust used vehicle demand environment and solid execution supported by the adoption of our ~~associates in our stores~~omni-channel customer experience. This sales growth was also impacted by headwinds from inventory levels, staffing and ~~our customer experience centers. A strengthening~~ used car ~~environment also benefited the quarter, and though inventory availability was a headwind to sales, we returned to targeted inventory levels in September.~~

~~The 19.3% decrease in used vehicle revenues in~~valuations. Our results for the first six months of fiscal 2021 ~~was~~were significantly impacted by COVID-19, primarily ~~due~~during the first quarter. We continued to ~~an 18.7% decrease in used unit sales. The decrease in used units included a 21.0% decrease~~experience positive momentum in comparable store used unit sales. This reflected the combined effects of COVID-19 related store closures and restrictions on operations, as well as reduced customer traffic resulting from the economic impact of the pandemic and nationwide shelter-in-place orders, primarily during the first quarter of fiscalsales growth through September 2021. We experienced negative comparable used unit sales in the first quarter of fiscal 2021, which continued through June. This was partially offset by positive comparable used unit sales in both July and August.

The ~~decrease~~increase in average retail selling price in both the second quarter ~~of fiscal 2021 reflected shifts in the mix of our sales by both vehicle age~~ and ~~class. The decrease in average retail selling price in the~~ first six months of fiscal ~~2021~~2022 reflected ~~shifts in the mix of our sales by both vehicle age and class, partially offset by~~ higher vehicle acquisition ~~costs.~~costs driven by market appreciation.

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 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. During fiscal 2021, our wholesale auctions were moved to an online format in response to COVID-19 and continue to operate completely online.

The ~~20.8%~~107.7% increase in wholesale vehicle revenues in the second quarter of fiscal ~~2021~~2022 was primarily due to a ~~5.1%~~41.4% increase in unit sales as well as a ~~15.7%~~47.7% increase in average selling price. For the first six months of fiscal 2022, wholesale vehicle revenues increased 164.7%, driven by an 88.2% increase in unit sales as well as a 41.8% increase in average selling price. The wholesale unit growth ~~was largely driven by a record appraisal buy rate, partially offset by lower appraisal traffic. Additionally, wholesale unit sales benefited from an extra auction day in~~for both the ~~quarter.~~

~~Page 33~~

~~The 13.3% decrease in wholesale vehicle revenues in the~~second quarter and first six months of fiscal ~~2021 was primarily due to a 20.6% decline in unit sales, partially offset by a 9.5% increase in average selling price. The wholesale unit decrease~~2022 was largely driven by ~~lower~~increased appraisal ~~traffic, partially offset~~volume from online offerings and strong offers aided by ~~an increase in our appraisal buy rate.~~

market prices. The increase in average selling price in both the second quarter and first six months of fiscal ~~2021~~2022 was primarily due to increased acquisition costs driven by market appreciation.

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, advertising and subscription revenues earned by our Edmunds business, 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.

Other sales and revenues ~~declined 7.2%~~increased 11.3% in the second quarter of fiscal ~~2021,~~2022, reflecting ~~a decrease in other revenues, including new car and service department sales,~~the addition of Edmunds' revenue and an ~~increase~~improvement in net third-party finance fees, partially offset by ~~growth~~declines in ~~EPP revenues.~~new vehicles sales, EPP revenues ~~increased 5.4%, largely reflecting~~and service revenues. Net third-party finance fees improved as a result of lower Tier 3 volume in the ~~growth in our used unit sales~~current year quarter as well as favorable adjustments in the fee agreements with our Tier 2 and Tier 3 providers made during the fourth quarter of fiscal 2021. The decline in new car sales was driven by the divestiture of a ~~year-over-year increase~~new car franchise in the fourth quarter of ~~$1.7 million related to profit-sharing revenue.~~fiscal 2021. EPP revenues decreased 5.4%, primarily driven by profit sharing revenues recognized during the second quarter of fiscal 2021.

Other sales and revenues ~~declined 22.4%~~increased 32.1% in the first six months of fiscal ~~2021,~~2022, reflecting ~~decreases~~growth in ~~other revenues, including new car and service department sales, and EPP revenues.~~ EPP revenues, ~~declined 14.2%, largely reflecting~~ the addition of Edmunds' revenue and a reduction in ~~our used unit sales,~~net third-party finance fees, partially offset by a ~~year-over-year~~decline in new vehicle sales. EPP revenues increased 28.2%, reflecting the increase in our retail unit volume partially offset by profit sharing revenues recognized during the prior year period. Net third-party finance fees improved as a result of ~~$5.1 million related to profit-sharing revenue.~~favorable adjustments in the fee agreements with our Tier 2 and Tier 3 providers made during the fourth quarter of fiscal 2021 as well as shifts in our sales mix by finance channel, partially offset by increased sales. The decline in new car ~~and service department~~ sales ~~declines reflected both store closures and reduced customer traffic.~~was driven by the divestiture of a new car franchise, as noted above.

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Seasonality. Historically, our business has been seasonal. Our stores typically experience their strongest traffic and sales in the spring and summer, with an increase in traffic and sales in February and March, coinciding with federal income tax refund season. Sales are typically slowest in the fall. In fiscal 2021, traffic and sales were impacted by COVID-19 during periods of the year when we have historically experienced strong traffic and sales, and it remains unclear how the continuing impact of COVID-19, including the emergence of new variants, will affect the seasonality of our business.

GROSS PROFIT


		Three Months Ended August 31										Six Months Ended August 31											Three Months Ended August 31 (1)				Six Months Ended August 31 (1)
(In millions)	(In millions)	2020		2019		Change		2020		2019		Change		(In millions)	2021		2020		Change		2021		2020		Change
Used vehicle gross profit	Used vehicle gross profit	$	481.2	$	456.4	5.4	%	$	742.7	$	953.2	(22.1)	%	Used vehicle gross profit	$	506.5	$	481.2	5.3	%	$	1,103.5	$	742.7	48.6	%
Wholesale vehicle gross profit	Wholesale vehicle gross profit	144.4		117.4		23.0	%	206.3		243.3		(15.2)	%	Wholesale vehicle gross profit	189.0		144.4		30.9	%	374.9		206.3		81.7	%
Other gross profit	Other gross profit	126.5		119.7		5.8	%	157.3		239.3		(34.2)	%	Other gross profit	120.0		126.5		(5.3)	%	261.6		157.3		66.3	%
Total	Total	$	752.1	$	693.5	8.5	%	$	1,106.3	$	1,435.8	(22.9)	%	Total	$	815.5	$	752.1	8.4	%	$	1,740.0	$	1,106.3	57.3	%

(1) Amounts are net of intercompany eliminations.

GROSS PROFIT PER UNIT


		Three Months Ended August 31											Six Months Ended August 31												Three Months Ended August 31 (1)				Six Months Ended August 31 (1)
		2020					2019				2020							2019				2021			2020			2021	2020
		$ per unit⁽¹⁾		%⁽²⁾	$ per unit⁽¹⁾		%⁽²⁾	$ per unit⁽¹⁾		%⁽²⁾	$ per unit⁽¹⁾		%⁽²⁾		$ per unit(2)		%(3)		$ per unit(2)		%(3)	$ per unit(2)		%(3)	$ per unit(2)		%(3)
Used vehicle gross profit	Used vehicle gross profit	$	2,214	11.0	$	2,183	10.5	$	2,108	10.4	$	2,200	10.7	Used vehicle gross profit	$	2,185	8.3		$	2,214	11.0	$	2,196	9.0	$	2,108	10.4
Wholesale vehicle gross profit	Wholesale vehicle gross profit	$	1,086	17.6	$	928	17.3	$	1,051	17.8	$	984	18.1	Wholesale vehicle gross profit	$	1,005	11.1		$	1,086	17.6	$	1,015	12.2	$	1,051	17.8
Other gross profit	Other gross profit	$	583	77.3	$	572	67.8	$	447	59.7	$	552	70.4	Other gross profit	$	517	65.8		$	583	77.3	$	521	75.1	$	447	59.7
Total gross profit	Total gross profit	$	3,461	14.0	$	3,317	13.3	$	3,140	12.9	$	3,313	13.6	Total gross profit	$	3,518	10.2		$	3,461	14.0	$	3,462	11.1	$	3,140	12.9

⁽¹⁾Amounts are net of intercompany eliminations. Those eliminations had the effect of increasing used vehicle gross profit per unit and wholesale vehicle gross profit per unit and decreasing other gross profit per unit by immaterial amounts.

(2) 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⁾(3) 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. Gross profit per used unit is consistent across our omni-channel platform.

~~Page 34~~

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~~generally have a lower cost per unit compared with vehicles purchased at auction or through other ~~channels.~~channels, which may generate more gross profit per unit. We monitor macroeconomic factors and pricing elasticity and adjust our pricing accordingly to optimize unit sales and profitability while also maintaining a competitively priced inventory.

Used vehicle gross profit increased ~~5.4%~~5.3% in the second quarter of fiscal ~~2021, reflecting~~2022, driven by the ~~3.9%~~6.7% increase in total used unit ~~sales and strong execution, which contributed to the $31 increase in~~sales. Our used vehicle gross profit per ~~unit.~~unit for the second quarter was down slightly compared with the record prior year quarter but in-line with historical performance. Used vehicle gross profit ~~declined 22.1%~~increased 48.6% in the first six months of fiscal ~~2021, reflecting~~2022, driven by the ~~18.7% decline~~42.6% increase in total used unit sales as well as the ~~$92 decline~~$88 increase in used vehicle gross profit per ~~unit. During the first quarter of fiscal 2021, our used vehicle gross profit per~~ unit, ~~was pressured by~~reflecting a strong pricing adjustments made to better align inventory levels with sales in response to COVID-19. We believe we can manage to a targeted gross profit per unit dollar range, subject to future changes to our business or pricing strategy. With regard to the COVID-19 pandemic, we believe significant pressures on gross profit per unit are behind us; however, gross profit per unit performance is largely dependent on sales trends and ongoing economic recovery.environment.

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

Page 37

these vehicles. Our ability to adjust appraisal offers in response to the wholesale pricing environment is a key factor that influences wholesale gross profit.

Wholesale vehicle gross profit increased ~~23.0%~~30.9% in the second quarter of fiscal ~~2021,~~2022, largely reflecting the ~~5.1%~~41.4% increase in wholesale unit sales, ~~robust appreciation~~partially offset by an $81 decline in ~~the market and strong execution, which contributed to the $158 increase in~~ wholesale vehicle gross profit per unit. Wholesale vehicle gross profit ~~decreased 15.2%~~increased 81.7% in the first six months of fiscal ~~2021,~~2022, driven by the ~~20.6% decrease~~88.2% increase in wholesale unit sales, partially offset by a ~~$67 increase~~$36 decline in wholesale vehicle gross profit per unit. Wholesale gross profit per unit was under significant pressure early in the current year’s first quarter, reflecting sharp declines in industry wholesale valuations; however, wholesale gross profit per unit had fully recovered by the end of the first quarter. During the second quarter of fiscal 2021, performance was supported by strong appreciation in the market. By the end of the quarter, depreciation had returned to the wholesale market.

Other Gross Profit. Other gross profit includes profits related to EPP revenues, net third-party finance fees, advertising and subscription profits earned by our Edmunds business, and other revenues. Other revenues 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.

Other gross profit ~~increased 5.8%~~decreased 5.3% in the second quarter of fiscal ~~2021,~~2022, reflecting ~~the increase~~a decrease in service department profits and a decline in EPP ~~revenues,~~revenue, partially offset by the ~~increase~~addition of Edmunds' gross profit and favorability in net third-party finance fees. The ~~increase was also due to an increase~~decrease in service department profits ~~reflecting improved overhead leverage resulting from our growth~~was the result of increased warranty service work, a shift in ~~used unit sales~~retail service capacity to support production and inflationary pressures experienced during the second quarter of fiscal 2022 as well as savings experienced during the ~~employee retention tax credit enacted as part~~second quarter of ~~the CARES Act.~~ fiscal 2021 related to COVID-19.

Other gross profit ~~decreased 34.2%~~increased 66.3% in the first six months of fiscal ~~2021,~~2022, reflecting ~~a decline~~the growth in ~~service department profits~~EPP revenues and ~~EPP revenues. Service results~~reduction in ~~the first six months of fiscal 2021 reflected the overhead deleverage resulting from our decline in used car sales,~~net third-party finance fees, as discussed above, as well as ~~pay continuity for our technicians and other service personnel during periods~~the addition of reduced vehicle reconditioning activity in the first quarter. Service results for the six-month period also continued to be adversely affected by the increase in our post-sale warranty period from 30 to 90 days implemented in May 2019.

~~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~~Edmunds' gross profit dollars per vehicle rather than by changes in average retail prices. However, we believe higher vehicle acquisition prices have adversely impacted, and could impact in the future, our comparable store used unit sales growth. Changes in average vehicle selling prices can also impact CAF income, to the extent the average amount financed also changes.profit.

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SG&A Expenses

COMPONENTS OF SG&A EXPENSES AS A PERCENTAGE OF TOTAL SG&A EXPENSES

Three Months Ended August 31, ~~2020~~2021 Six Months Ended August 31, ~~2020~~2021

COMPONENTS OF SG&A EXPENSES COMPARED WITH PRIOR PERIOD(1) (2)


		Three Months Ended August 31											Six Months Ended August 31															Three Months Ended August 31					Six Months Ended August 31
(In millions except per unit data)	(In millions except per unit data)	2020		2019		Change			2020		2019		Change			(In millions except per unit data)	2021			2020			Change		2021			2020			Change
Compensation and benefits:	Compensation and benefits:															Compensation and benefits:
Compensation and benefits, excluding share-based compensation expense	Compensation and benefits, excluding share-based compensation expense	$	239.3	$	227.5	5.2		%	$	430.5	$	457.4	(5.9)		%	Compensation and benefits, excluding share-based compensation expense	$	299.5		$	239.3		25.1	%	$	583.6		$	430.5		35.6	%
Share-based compensation expense	Share-based compensation expense	34.3		21.9		56.6		%	58.0		62.8		(7.7)		%	Share-based compensation expense	28.7			34.3			(16.3)	%	67.1			58.0			15.8	%
Total compensation and benefits⁽¹⁾⁽³⁾	Total compensation and benefits⁽¹⁾⁽³⁾	$	273.6	$	249.4	9.7		%	$	488.5	$	520.2	(6.1)		%	Total compensation and benefits⁽¹⁾⁽³⁾	$	328.2		$	273.6		19.9	%	$	650.7		$	488.5		33.2	%
Store occupancy costs		101.1		96.7		4.5		%	195.7		193.3		1.2		%
Occupancy costs																Occupancy costs	55.1			52.8			4.3	%	105.6			98.6			7.2	%
Advertising expense	Advertising expense	50.5		46.8		7.7		%	85.0		88.8		(4.3)		%	Advertising expense	85.0			50.5			68.5	%	157.5			85.0			85.4	%
Other overhead costs⁽²⁾⁽⁴⁾	Other overhead costs⁽²⁾⁽⁴⁾	65.0		87.9		(26.0)		%	94.7		168.2		(43.7)		%	Other overhead costs⁽²⁾⁽⁴⁾	106.0			65.0			63.0	%	214.6			94.7			126.3	%
Total SG&A expenses	Total SG&A expenses	$	490.2	$	480.8	2.0		%	$	863.9	$	970.5	(11.0)		%	Total SG&A expenses	$	574.3		$	441.9		30.0	%	$	1,128.4		$	766.8		47.1	%
SG&A per used vehicle unit ⁽³⁾		$	2,256	$	2,300	$	(44)		$	2,452	$	2,239	$	213
SG&A as % of gross profit																SG&A as % of gross profit	70.4		%	58.8		%	11.6	%	64.8		%	69.3		%	(4.5)	%

⁽¹⁾Depreciation and amortization previously included in SG&A expenses is now separately presented and is excluded from this table. Prior period amounts have been reclassified to conform to the current period’s presentation.

(2) Amounts are net of intercompany eliminations.

(3) Excludes compensation and benefits related to reconditioning and vehicle repair service, which are included in cost of sales. See Note 1011 for details of share-based compensation expense by grant type.

⁽²⁾(4) Includes IT expenses, non-CAF bad debt, insurance, preopening and relocation costs, ~~insurance, non-CAF bad debt, travel,~~ charitable contributions, travel and other administrative expenses.

⁽³⁾~~Calculated as total SG&A expenses divided by total used vehicle units.~~

SG&A expenses increased ~~2.0%~~30.0% in the second quarter of fiscal 2021. This increase reflected increased costs as a result of the 7% growth in our store base since the beginning of last year's second quarter (representing the addition of 14 stores) and continued spend in omni-channel and core strategic initiatives, partially offset by actions taken during the early stages of the COVID-19 pandemic to reduce costs, including aligning staffing and other overhead costs2022. Factors contributing to the ~~business and pausing our store expansion. The~~ increase ~~also included~~include the following:

•$12.4 million increase in share-based compensation expense. The increase in share-based compensation expense was primarily related to cash-settled restricted stock units, as the expense associated with these units was driven by the change in the company's stock price during the relevant periods.

•~~$3.7~~34.5 million increase in advertising ~~expense. We plan to increase~~expense driven by our ~~year-over-year~~previously communicated investment in advertising ~~expense during the remainder of the current year.~~spend.

•~~$22.9 million decrease in~~Increased compensation and benefits expense and other overhead costs driven by ~~the factors listed above~~staffing and sales growth as well as ~~reduced self-insurance loss~~continued spending to advance our technology platforms and ~~litigation-related expenses.~~support our strategic initiatives and cost-reduction actions taken during the prior year quarter in response to the pandemic. We estimate that these cost-reduction actions resulted in savings of $25 million to $30 million in the second quarter of fiscal 2021.

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SG&A expenses ~~decreased 11.0%~~increased 47.1% in the first six months of fiscal ~~2021. This decrease reflected a reduction in costs associated with our decline in sales volume and actions taken in response~~2022. Factors contributing to the ~~COVID-19 pandemic to reduce costs, as noted above, partially offset by an~~increase include the following:

•$72.5 million increase in ~~costs as a result of the 8% growth~~advertising expense driven by our previously communicated investment in ~~our store base since the beginning of fiscal 2020 (representing the addition of 17 stores) and continued spend in omni-channel and core strategic initiatives. The decrease also included the following:~~advertising spend.

•$40.3 million one-time benefit recognized in other overhead costs during the first quarter of fiscal 2021, representing our receipt of settlement proceeds in a class action lawsuit related to the economic loss associated with vehicles containing Takata airbags.

•~~$4.8 million decrease in share-based~~Increased compensation ~~expense. The decrease in share-based compensation~~and benefits expense ~~was primarily related to cash-settled restricted stock units, as the expense associated with these units was~~and other overhead costs driven by staffing and sales growth as well as continued spending to advance our technology platforms and support our strategic initiatives and cost-reduction actions taken in response to the ~~change~~pandemic in the ~~company's stock price during the relevant periods.~~

•~~$3.8 million decrease in advertising expense. We plan to increase our year-over-year advertising expense during the remainder of the current year.~~prior year period.

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

Interest expense ~~remained~~of $22.4 million and $42.9 million in the second quarter and first six months of fiscal 2022, respectively, was relatively ~~flat at~~consistent with $22.5 million and $46.4 million in the second quarter and first six months of fiscal 2021, respectively.

Other (Income) Expense. Other income of $1.8 million in the second quarter of fiscal ~~2021 compared~~2022 was relatively consistent with ~~$21.1~~$1.7 million in the second quarter of fiscal ~~2020. Interest expense increased to $46.4~~2021. Other income was $27.4 million in the first six months of fiscal ~~2021 from $38.9~~2022 compared with expense of $1.6 million in the first six months of fiscal ~~2020.~~2021. The increase for the six-month period was primarily ~~reflected increased expense for our financing obligations as well as~~due to a ~~higher outstanding average revolver balance in the current year period, partially offset by lower interest rates.~~net unrealized gain on an equity investment recorded during fiscal 2022.

Income Taxes. The effective income tax rate was 22.4% in the second quarter of fiscal 2022 and 22.8% in the first six months of fiscal 2022 versus 23.6% in the second quarter of fiscal 2021 and 23.1% in the first six months of fiscal ~~2021 versus 23.5% in the second quarter of fiscal 2020 and 23.8% in the first six months of fiscal 2020.~~2021.

RESULTS OF OPERATIONS – CARMAX AUTO FINANCE

CAF income primarily reflects interest and fee income generated by CAF’s portfolio of auto loans receivable 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. Increases in interest rates, which affect CAF’s funding costs, or other competitive pressures on consumer rates, could result in 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 changes in loss and delinquency experience and economic factors on our outlook for net losses expected to occur over the remaining contractual life of the loans receivable.

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. Historically, we have ~~strived~~sought 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 (including the effects of ~~the COVID-19 outbreak)~~COVID-19) and wholesale recovery rates. Based on underwriting adjustments made during the first quarter of fiscal 2021, in response to higher anticipated losses related to COVID-19, we targeted new loans toward the higher end of this range. InBy the end of the second quarter of fiscal 2021, we ~~ceased the underwriting~~discontinued these adjustments ~~made during the previous quarter~~ and we anticipate non-Tier 3 loans originated ~~continued~~since to beremain within our targeted ~~at the higher end, or slightly above, this~~ range. 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. Loans originated in a given fiscal period impact CAF income over time, as we recognize income over the life of the underlying auto loan.

See Note 34 for additional information on CAF income and Note 45 for information on auto loans receivable, including credit quality.

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SELECTED CAF FINANCIAL INFORMATION


		Three Months Ended August 31											Six Months Ended August 31											Three Months Ended August 31			Six Months Ended August 31
(In millions)	(In millions)	2020		%⁽¹⁾	2019		%⁽¹⁾	2020		%⁽¹⁾	2019		%⁽¹⁾	(In millions)	2021		% (1)	2020		% (1)	2021		% (1)	2020		% (1)
Interest margin:	Interest margin:													Interest margin:
Interest and fee income	Interest and fee income	$	280.1	8.5	$	275.7	8.5	$	562.6	8.5	$	541.9	8.4	Interest and fee income	$	324.1	8.8	$	280.1	8.5	$	634.4	8.8	$	562.6	8.5
Interest expense	Interest expense	(81.3)		(2.5)	(90.6)		(2.8)	(165.9)		(2.5)	(178.0)		(2.8)	Interest expense	(60.6)		(1.7)	(81.3)		(2.5)	(126.4)		(1.8)	(165.9)		(2.5)
Total interest margin	Total interest margin	$	198.8	6.0	$	185.1	5.7	$	396.7	6.0	$	363.9	5.7	Total interest margin	$	263.5	7.2	$	198.8	6.0	$	508.0	7.0	$	396.7	6.0
Provision for loan losses	Provision for loan losses	$	(26.0)	(0.8)	$	(45.5)	(1.4)	$	(148.0)	(2.2)	$	(83.7)	(1.3)	Provision for loan losses	$	(35.5)	(1.0)	$	(26.0)	(0.8)	$	(11.1)	(0.2)	$	(148.0)	(2.2)
CarMax Auto Finance income	CarMax Auto Finance income	$	147.2	4.5	$	114.1	3.5	$	198.1	3.0	$	230.1	3.6	CarMax Auto Finance income	$	200.0	5.4	$	147.2	4.5	$	441.8	6.1	$	198.1	3.0

⁽¹⁾Annualized percentage of total average managed receivables.

CAF ORIGINATION INFORMATION (AFTER THE IMPACT OF 3-DAY PAYOFFS)


		Three Months Ended August 31									Six Months Ended August 31										Three Months Ended August 31						Six Months Ended August 31
		2020			2019			2020			2019				2021			2020			2021			2020
Net loans originated (in millions)	Net loans originated (in millions)	$	1,790.6		$	1,772.6		$	2,782.9		$	3,598.9		Net loans originated (in millions)	$	2,372.4		$	1,790.6		$	4,855.8		$	2,782.9
Vehicle units financed	Vehicle units financed	92,648			88,285			141,344			181,243			Vehicle units financed	99,671			92,648			218,034			141,344
Net penetration rate ⁽¹⁾	Net penetration rate ⁽¹⁾	42.6		%	42.2		%	40.1		%	41.8		%	Net penetration rate (1)	43.0		%	42.6		%	43.4		%	40.1		%
Weighted average contract rate	Weighted average contract rate	8.2		%	8.6		%	8.3		%	8.7		%	Weighted average contract rate	8.5		%	8.2		%	8.7		%	8.3		%
Weighted average credit score⁽²⁾	Weighted average credit score⁽²⁾	710			708			709			706			Weighted average credit score (2)	704			710			699			709
Weighted average loan-to-value (LTV) ⁽³⁾	Weighted average loan-to-value (LTV) ⁽³⁾	91.6		%	94.7		%	92.1		%	94.5		%	Weighted average loan-to-value (LTV) (3)	89.4		%	91.6		%	89.8		%	92.1		%
Weighted average term (in months)	Weighted average term (in months)	65.8			66.2			65.9			66.2			Weighted average term (in months)	66.6			65.8			66.4			65.9

⁽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 4.5. 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 Three Months Ended August 31									As of and for the Six Months Ended August 31										As of and for the Three Months Ended August 31						As of and for the Six Months Ended August 31
(In millions)	(In millions)	2020			2019			2020			2019			(In millions)	2021			2020			2021			2020
Total ending managed receivables	Total ending managed receivables	$	13,379.0		$	13,131.5		$	13,379.0		$	13,131.5		Total ending managed receivables	$	14,984.4		$	13,379.0		$	14,984.4		$	13,379.0
Total average managed receivables	Total average managed receivables	$	13,218.8		$	13,012.1		$	13,313.6		$	12,859.7		Total average managed receivables	$	14,683.3		$	13,218.8		$	14,416.0		$	13,313.6
Allowance for loan losses⁽¹⁾	Allowance for loan losses⁽¹⁾	$	432.5		$	150.4		$	432.5		$	150.4		Allowance for loan losses⁽¹⁾	$	398.1		$	432.5		$	398.1		$	432.5
Allowance for loan losses as a percentage of ending managed receivables	Allowance for loan losses as a percentage of ending managed receivables	3.23		%	1.15		%	3.23		%	1.15		%	Allowance for loan losses as a percentage of ending managed receivables	2.66		%	3.23		%	2.66		%	3.23		%
Net credit losses on managed receivables	Net credit losses on managed receivables	$	30.7		$	42.1		$	75.3		$	71.5		Net credit losses on managed receivables	$	16.9		$	30.7		$	24.1		$	75.3
Annualized net credit losses as a percentage of total average managed receivables	Annualized net credit losses as a percentage of total average managed receivables	0.93		%	1.29		%	1.13		%	1.11		%	Annualized net credit losses as a percentage of total average managed receivables	0.46		%	0.93		%	0.34		%	1.13		%
Past due accounts as a percentage of ending managed receivables	Past due accounts as a percentage of ending managed receivables	2.62		%	3.55		%	2.62		%	3.55		%	Past due accounts as a percentage of ending managed receivables	2.72		%	2.62		%	2.72		%	2.62		%
Average recovery rate⁽²⁾⁽¹⁾	Average recovery rate⁽²⁾⁽¹⁾	57.3		%	48.6		%	52.0		%	48.9		%	Average recovery rate⁽²⁾⁽¹⁾	66.3		%	57.3		%	65.4		%	52.0		%

⁽¹⁾~~The allowance for loan losses as of August 31, 2020, includes a $202.0 million increase as a result of our adoption of CECL during the first quarter of fiscal 2021.~~

⁽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 the wholesale market environment.

Page 3841

•CAF Income (Increase of ~~$33.1~~$52.8 million, or ~~29.0%~~35.9%, and $243.6 million, or 122.9%, in the second quarter and first six months of fiscal ~~2021)~~2022, respectively)

◦The increase in CAF income for the second quarter of fiscal 2022 reflects increases in the total interest margin percentage and average managed receivables, partially offset by an increase in the provision for loan losses.

◦The increase in CAF income for the first six months of fiscal 2022 reflects a decrease in the provision for loan losses, as well as increases in the total interest margin percentage and average managed receivables.

◦The increase in net loan originations ~~resulted from our used vehicle sales growth as well as an increase~~ in ~~CAF’s net penetration rate, partially offset by a decrease in~~both the ~~average amount financed.~~

•~~CAF Income (Decrease of $31.9 million or 13.9% in the~~second quarter and first six months of fiscal ~~2021)~~

◦~~The decrease in CAF income reflects~~2022 resulted from an increase in the ~~provision for loan losses, partially offset by improvement in the total interest margin percentage.~~

◦~~The decrease in net loan originations resulted from our used vehicle sales decline~~average amount financed as well as ~~a decline in CAF's net penetration rate.~~our used unit sales growth.

•Provision for Loan Losses ~~(Decrease of $19.5~~($35.5 million and $11.1 million in the second quarter ~~of fiscal 2021)~~

◦The decrease in the provision for loan losses was primarily due to favorable loss experience in comparison to our loss expectations set at the end of the first quarter, resulting in a $29.6 million favorable adjustment for receivables then outstanding.

◦~~This adjustment was more than offset by a $55.6 million increase to the provision related to our estimate of lifetime losses on originations during the second quarter.~~

◦While we experienced some loss favorability during the second quarter, this favorability was tempered by economic adjustment factors applied to the provision. The allowance for loan losses as of August 31, 2020 reflects the unpredictability of the current environment and ~~the highly uncertain consumer situation.~~

•~~Provision for Loan Losses (Increase of $64.3 million in the~~ first six months of fiscal ~~2021)~~2022, respectively, compared with $26.0 million and $148.0 million in the second quarter and first six months of fiscal 2021, respectively)

◦The change in the provision ~~included $93.7 million, which largely reflected our initial estimate of lifetime losses on loans originated in each quarter of~~for the ~~current fiscal year.~~

◦The provision also included a net increase of $54.3 million in our estimate of lifetime losses on loans existing at the beginning of each quarter during the current fiscal year, largely resulting from COVID-19 turmoil and worsened economic factors.

◦~~In connection with our adoption of CECL~~six-month period was primarily driven by reserve increases during the first quarter of fiscal 2021 ~~we recorded a $202.0 million increase~~associated with deterioration in the macroeconomic environment resulting from the COVID-19 pandemic, compared with reserve reductions during the first quarter of fiscal 2022, reflecting significant favorable loan loss experience as well as continued improvements in the macroeconomic environment.

◦The allowance for loan losses ~~on the first quarter opening balance sheet,~~as a percentage of ending managed receivables was 2.66% as of August 31, 2021, compared with ~~a corresponding decrease~~3.23% as of ~~$153.3 million, net~~August 31, 2020 and 2.62% as of ~~tax, in retained earnings.~~May 31, 2021.

•Total ~~interest margin~~Interest Margin (Increased to 7.2% and 7.0% in the second quarter and first six months of fiscal 2022, respectively, from 6.0% ~~of average managed receivables for~~in both the second quarter and first six months of fiscal 2021, ~~from 5.7% for both the second quarter and first six months of fiscal 2020)~~respectively)

◦The increase in the total interest margin percentage ~~for both the second quarter and first six months of fiscal 2021~~ was the result of lower funding ~~costs.~~costs as well as higher interest and fees from consumers.

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. Historically, CAF has targeted originating approximately 5% of the total Tier 3 loan ~~volume; however, this rate may vary over time based on market conditions.~~volume. During the first quarter of fiscal ~~2021,~~2022, we ~~paused~~began to increase our ~~CAF~~ Tier 3 ~~lending given the current economic outlook and uncertainty surrounding the COVID-19 outbreak. Subsequent~~loan volume beyond our target of 5% of total Tier 3 loan volume to 10% by the end of the first quarter of fiscal 2022. Additionally, in the second quarter ~~we resumed our~~of fiscal 2022 CAF began to test loan originations in the Tier 2 space. Any future adjustments in Tier 2 and Tier 3 will consider the broader lending ~~program.~~environment along with the long-term sustainability of the change. A total of ~~$146.1~~$172.5 million and ~~$167.5~~$147.7 million in CAF Tier 3 receivables were outstanding as of August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, respectively. These loans have higher loss and delinquency rates than the remainder of the CAF portfolio, as well as higher contract rates. As of August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, approximately 10% of the total allowance for loan losses related to the outstanding CAF Tier 3 loan balances.

PLANNED FUTURE ACTIVITIES

~~In the first quarter of fiscal 2021, we paused our store expansion strategy in response to the COVID-19 situation.~~ We ~~are resuming new store growth and~~ anticipate opening ~~between eight and~~a total of ten stores in fiscal 2022.

These stores will predominantly be cross functional stores that have a smaller footprint and can leverage our scale and the presence of our larger format stores in nearby markets. We currently estimate capital expenditures will total approximately $350 million in fiscal 2022. We expect nearly $100 million of this spend will be focused on investments in technology.

~~Page 39~~

FINANCIAL CONDITION

Liquidity and Capital Resources

~~Historically, our~~Our primary ongoing cash requirements ~~have been~~are to fund our existing operations, store expansion and improvement, CAF and ~~CAF.~~strategic growth initiatives. 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.

During the first quarter of fiscal 2021, in response to the COVID-19 crisis, we took immediate and proactive measures to bolster our liquidity position and provide additional financial flexibility to improve our ability to meet our short-term liquidity needs. Those measures included drawing down additional funds on our revolving credit facility, pausing our stock repurchase program, pausing our store expansion strategy and actively aligning operating expenses to the current state of the business. We strengthened our overall financial position by selling through inventory and quickly aligning costs to lower sales volumes. As demand increased during the second quarter, we were able to build our saleable inventory by more than 50% and successfully ramped up to target levels in September. Subsequent to the end of the second quarter, we fully paid down the outstanding balance on our revolving credit facility and resumed our store expansion strategy and share repurchase program. Our current capital allocation strategy is to ~~remain focused~~focus on ~~growing~~our core business, including investing in digital capabilities and the ~~business while maintaining an appropriate amount~~strategic expansion of ~~caution given the uncertainty that remains in the economic environment.~~our store footprint, pursue new growth opportunities through investments, partnerships and acquisitions and return excess capital to shareholders. Given the ~~turnaround~~year-over-year improvement in our business and overall macroeconomic conditions, the strength of the credit markets and our solid balance sheet, we believe we have the appropriate liquidity, access to capital and financial strength to support our operations and continue investing in our ~~omni and digital~~strategic initiatives for the foreseeable future.

Page 42

On June 1, 2021, we completed our acquisition of Edmunds for a total purchase price of $401.8 million, inclusive of our initial investment. The consideration paid at closing included a combination of cash and shares of CarMax common stock. See Note 2 for additional information.

We currently target an adjusted debt-to-total capital ratio in a range of 35% to 45%. Our adjusted debt to capital ratio, net of cash on hand, was ~~modestly below~~at the lower end of our targeted range for the second quarter of fiscal ~~2021, when netting out our accumulated cash of approximately $712 million.~~2022. In calculating this ratio, we utilize total debt excluding non-recourse notes payable, finance lease liabilities, a multiple of eight times rent expense and total shareholders’ equity. Generally, 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 the first six months of fiscal ~~2021,~~2022, net cash used in operating activities totaled $1.39 billion, compared with cash provided by operating activities ~~totaled~~of $889.8 ~~million, compared with cash used in operating activities of $125.5~~ million in the prior year period. Our operating cash flows are significantly impacted by changes in auto loans receivable, which ~~decreased $188.6 million~~increased $1.18 billion in the current year period compared with ~~an increase of $721.2~~a $188.6 million decline in the prior year period.

The majority of the changes in auto loans receivable are accompanied by changes in non-recourse notes payable, which are issued to fund auto loans originated by CAF. Net ~~payments on~~issuances of non-recourse notes payable were ~~$230.9 million~~$1.21 billion in the current year period compared with net ~~issuances~~payments of ~~$606.1~~$230.9 million in the prior year period and are separately reflected as cash from financing activities. Due to the presentation differences between auto loans receivable and non-recourse notes payable on the consolidated statements of cash flows, fluctuations in these amounts can have a significant impact on our operating and financing cash flows without affecting our overall liquidity, working capital or cash flows.

As of August 31, ~~2020,~~2021, total inventory was ~~$2.82~~$4.11 billion, representing ~~a decrease~~an increase of ~~$21.5~~$948.3 million compared with the balance as of the start of the fiscal year. The ~~decrease~~increase was primarily due to ~~a decline in vehicle units reflecting the seasonal pattern in inventory levels. The decrease in units was partially offset by~~ an increase in the average carrying cost of inventory as a result of higher acquisition costs, driven by market appreciation. This increase was slightly offset by a decline in vehicle units. Saleable inventory levels were below our targets throughout the current fiscal year as a result of temporary production slowdowns experienced in the fourth quarter of fiscal 2021 and strong demand experienced during the first half of fiscal 2022. We made substantial progress in building our inventory position during the second quarter of fiscal 2022.

The change in net cash (used in) provided by ~~(used in)~~ operating activities for the first six months of the current fiscal year compared with the prior year period reflected the changes in auto loans receivable and inventory, as discussed above, as well as the change in accounts receivable, driven by increased sales and ~~timing-related changes to other current assets and accounts payable,~~timing, partially offset by ~~a decrease~~an increase in net earnings when excluding non-cash expenses, which include depreciation and amortization, share-based compensation expense and the provisions for loan losses and cancellation reserves. Our results for the first six months of fiscal 2021 were significantly impacted by COVID-19, primarily during the first quarter. In response, we took proactive measures to strengthen our liquidity position, including reducing our inventory levels and aligning our costs to lower sales volumes.

Investing Activities. During the first six months of the fiscal year, net cash used in investing activities totaled $380.2 million in fiscal 2022 compared with $92.4 million in fiscal ~~2021 compared with $178.9~~2021. For fiscal 2022, this included $241.6 million in ~~fiscal 2020.~~cash paid in connection with the Edmunds acquisition, net of cash acquired. Capital expenditures were ~~$92.0~~$137.8 million in the current year period versus ~~$171.3~~$92.0 million in the prior year period. Capital expenditures primarily included store construction costs and store remodeling ~~expenses.~~expenses as well as investments in technology. 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. ~~In response to COVID-19, we paused our store expansion and remodel strategy during the first quarter of fiscal 2021.~~

~~Page 40~~

As of August 31, ~~2020, 141~~2021, 146 of our ~~220~~225 used car stores were located on owned sites and 79 were located on leased sites, including 23 land-only leases and 56 land and building leases.

Financing Activities. During the first six months of fiscal ~~2021,~~2022, net cash provided by financing activities totaled $1.77 billion compared with net cash used in financing activities ~~totaled~~of $86.0 ~~million compared with net cash provided by financing activities of $346.6~~ million in the prior year period. Included in these amounts were net ~~payments on non-recourse notes payable of $230.9 million compared with net~~ issuances of non-recourse notes payable of ~~$606.1~~$1.21 billion compared with net payments of $230.9 million in the prior year period. Non-recourse notes payable are typically used to fund changes in auto loans receivable (see “Operating Activities”).

During the first six months of fiscal 2022, cash provided by financing activities was impacted by stock repurchases of $355.5 million as well as net borrowings on our long-term debt of $867.2 million. During the first six months of fiscal 2021, cash used in financing activities was impacted by stock repurchases of $54.2 million as well as net borrowings on our long-term debt of $117.4 million. ~~During the first six months of fiscal 2020, cash provided by financing activities was impacted by stock repurchases of $341.9 million as well as net borrowings on our long-term debt of $8.6 million.~~

Page 43

TOTAL DEBT AND CASH AND CASH EQUIVALENTS


(In thousands)	(In thousands)		As of August 31		As of February 29		(In thousands)		As of August 31		As of February 28
Debt Description⁽¹⁾	Debt Description⁽¹⁾	Maturity Date	2020				Debt Description (1)	Maturity Date	2021
Revolving credit facility^{(2) (4)}		June 2024	$	575,838	$	452,740
Revolving credit facility (2)							Revolving credit facility (2)	June 2024	$	872,667	$	—
Term loan(2)	Term loan(2)	June 2024	300,000		300,000		Term loan(2)	June 2024	300,000		300,000
3.86% Senior notes	3.86% Senior notes	April 2023	100,000		100,000		3.86% Senior notes	April 2023	100,000		100,000
4.17% Senior notes	4.17% Senior notes	April 2026	200,000		200,000		4.17% Senior notes	April 2026	200,000		200,000
4.27% Senior notes	4.27% Senior notes	April 2028	200,000		200,000		4.27% Senior notes	April 2028	200,000		200,000
Financing obligations	Financing obligations	Various dates through February 2059	533,165		536,739		Financing obligations	Various dates through February 2059	529,573		533,578
Non-recourse notes payable	Non-recourse notes payable	Various dates through May 2027	13,382,375		13,613,272		Non-recourse notes payable	Various dates through January 2028	14,977,290		13,764,808
Total debt ⁽³⁾	Total debt ⁽³⁾		15,291,378		15,402,751		Total debt (3)		17,179,530		15,098,386
Cash and cash equivalents	Cash and cash equivalents		$	711,561	$	58,211	Cash and cash equivalents		$	58,095	$	132,319

⁽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 the Eurodollar rate (LIBOR), the federal funds rate, or the prime rate, depending on the type of borrowing.

⁽³⁾Total debt excludes unamortized debt issuance costs. See Note 910 for additional information.

⁽⁴⁾~~On September 16, 2020, we fully paid down the outstanding borrowings under this facility with cash on hand.~~

Borrowings under our $1.45 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 are 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. As of August 31, ~~2020,~~2021, we were in compliance with these financial covenants.

See Note 910 for additional information on our revolving credit facility, term loan, senior notes and financing obligations.

CAF auto loans receivable 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 loans receivable, 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 loans receivable. We do, however, continue to have the rights associated with the interest we retain in these non-recourse funding vehicles.

As of August 31, ~~2020, $11.13~~2021, $11.80 billion and ~~$2.25~~$3.18 billion of non-recourse notes payable were outstanding related to asset-backed term funding transactions and our warehouse facilities, respectively. During the first six months of fiscal ~~2021,~~2022, we funded a total of ~~$2.50~~$3.59 billion in asset-backed term funding transactions. As of August 31, ~~2020,~~2021, we had ~~$1.25~~$1.64 billion of unused capacity in our warehouse facilities.

We have periodically increased our warehouse facility limit over time, as our store base, sales and CAF loan originations have grown. See Note 910 for additional information on the warehouse facilities.

~~Page 41~~

We generally repurchase the receivables funded through our 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. Additionally, 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. 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.

The timing and amount of stock repurchases are determined based on stock price, market conditions, legal requirements and other factors. Shares repurchased are deemed authorized but unissued shares of common stock. As of August 31, ~~2020,~~2021, a total of $2 billion of board authorizations for repurchases was outstanding, with no expiration date, of which ~~$1.51 billion~~$991.5 million remained available for repurchase. ~~In March 2020, our current stock repurchase program was suspended. The repurchase authorization remained effective and the program resumed in September 2020.~~ See Note 1011 for more information on share repurchase activity.

Page 44

Fair Value Measurements

We recognize money market securities, mutual fund investments, certain equity investments and derivative instruments at fair value. See Note 67 for more information on fair value measurements.

FORWARD-LOOKING STATEMENTS

We caution readers that the statements contained in this report about our future business plans, operations, capital structure, opportunities, or prospects, including without limitation any statements or factors regarding expected operating capacity, sales, inventory, market share, online purchases of vehicles from consumers, gross profit per used unit, revenue, margins, expenditures, liquidity, loan originations, CAF income, stock repurchases, indebtedness, ~~tax rates,~~ earnings, or market conditions or expectations with regards to the continued impact of the COVID-19 pandemic are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “positioned,” “predict,” “target,” “should,” “will” and other similar expressions, whether in the negative or affirmative. Such forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. We disclaim any intent or obligation to update these statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements are the following:

•The effect and consequences of COVID-19 on matters including U.S. and local economies; our business operations and continuity; the availability of corporate and consumer financing; the health and productivity of our associates; the ability of third-party providers to continue uninterrupted service; and the regulatory environment in which we operate.

•Changes in general or regional U.S. economic conditions.

•Changes in the availability or cost of capital and working capital financing, including changes related to the asset-backed securitization market.

•Changes in the competitive landscape and/or our failure to successfully adjust to such changes.

•Events that damage our reputation or harm the perception of the quality of our brand.

•Our inability to realize the benefits associated with our omni-channel initiatives.

•Our inability to realize the expected benefits of strategic transactions, including our acquisition of Edmunds.

•Our inability to recruit, develop and retain associates and maintain positive associate relations.

•The loss of key associates from our store, regional or corporate management teams or a significant increase in labor costs.

•Security breaches or other events that result in the misappropriation, loss or other unauthorized disclosure of confidential customer, associate or corporate information.

•Significant changes in prices of new and used vehicles.

•Changes in economic conditions or other factors that result in greater credit losses for CAF’s portfolio of auto loans receivable than anticipated.

•A reduction in the availability of or access to sources of inventory or a failure to expeditiously liquidate inventory.

•Changes in consumer credit availability provided by our third-party finance providers.

•Changes in the availability of extended protection plan products from third-party providers.

~~Page 42~~

•Factors related to the regulatory and legislative environment in which we operate.

•Factors related to geographic and sales growth, including the inability to effectively manage our growth.

•The failure of or inability to sufficiently enhance key information systems.

•The performance of third-party vendors we rely on for key components of our business.

•The effect of various litigation matters.

•Adverse conditions affecting one or more automotive manufacturers, and manufacturer recalls.

•The failure or inability to realize the benefits associated with our strategic investments.

Page 45

•The inaccuracy of estimates and assumptions used in the preparation of our financial statements, or the effect of new accounting requirements or changes to U.S. generally accepted accounting principles.

•The volatility in the market price for our common stock.

•The failure or inability to adequately protect our intellectual property.

•The occurrence of severe weather events.

•Factors related to the geographic concentration of our stores.

For more details on factors that could affect expectations, see Part II, Item 1A, “Risk Factors” on Page 4548 of this report, our Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020,~~28, 2021, and our quarterly or current reports as filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”). Our filings are publicly available on our investor information home page at investors.carmax.com. Requests for information may also be made to our Investor Relations Department by email to investor_relations@carmax.com or by calling 1-804-747-0422, ext. ~~4391.~~7865. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Page 4346

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risk since February ~~29, 2020.~~28, 2021. For information on our exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended February ~~29, 2020.~~28, 2021.

Item 4. Controls and Procedures

Disclosure. We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to management, including the chief executive officer (“CEO”) and the chief financial officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, with the participation of the CEO and CFO, we evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period.

Internal Control over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended August 31, ~~2020,~~2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Page 4447

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As previously disclosed, in May 2020, we received a pre-filing negotiation request from the United States Environmental Protection Agency (EPA) with respect to alleged violations of the Clean Water Act related to the discharge of petroleum from a storage tank at a CarMax retail store location. The discharge was accidental and is being remediated. In September 2020, we reached an agreement with the EPA to resolve this matter with a civil penalty payment of $119,440. Final EPA acceptance of the settlement is subject to a public comment period that will end in October 2020.

For ~~additional~~a discussion of certain legal proceedings, see Note 1516 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In connection with information set forth in this Form 10-Q, the factors discussed under “Risk Factors” in our Form 10-K for fiscal year ended February ~~29, 2020,~~28, 2021, should be considered. These risks could materially and adversely affect our business, financial condition, and results of operations. There have been no material changes to the factors discussed in our Form 10‑~~K other than the updated information related to the impact on our business from the COVID-19 outbreak included in this Form 10-Q.~~K.

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

~~None.~~On June 1, 2021, we completed the acquisition of Edmunds Holding Company (“Edmunds”). On the same date and as part of the consideration for the acquisition, CarMax issued 776,097 shares of CarMax common stock to former Edmunds’ equity holders in an unregistered transaction pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder. See Note 2 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information related to the Edmunds acquisition.

On October 23, 2018, the board authorized the repurchase of up to $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 stock price, market conditions, legal requirements and other factors. Shares repurchased are deemed authorized but unissued shares of common stock.

The following table provides information relating to the company's repurchase of common stock for the second quarter of fiscal 2022. The table does not include transactions related to employee equity awards or 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 Program	the Program
June 1 - 30, 2021	737,776	$	117.58	737,776	$	1,124,798,460
July 1 - 31, 2021	463,300	$	133.33	463,300	$	1,063,024,463
August 1 - 31, 2021	552,999	$	129.29	552,999	$	991,525,029
Total	1,754,075			1,754,075

Item 5. Other Information

On September 29, 2021, we entered into a consulting agreement (the "Consulting Agreement") with Edwin J. Hill, our Executive Vice President and Chief Operating Officer, pursuant to which he will provide consulting services to CarMax. Among other things, the Consulting Agreement extends the term of the non-solicitation and non-competition covenants in the Severance Agreement between Mr. Hill and CarMax, dated January 3, 2017, by an additional six months, now expiring two and a half years from the effective date of his retirement, which is anticipated to be January 2, 2022. In consideration for Mr. Hill’s consulting services, we will pay him $10,000 per month. The term of the consulting arrangement shall commence on January 3, 2022 and shall end on June 30, 2022, unless terminated earlier in accordance with the terms of the Consulting Agreement.

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Item 6. Exhibits


10.1			Consulting Agreement, dated August 3, 2021, between CarMax, Inc. ~~2002 Stock Incentive Plan, as amended~~ and ~~restated June 23, 2020,~~Eric M. Margolin, filed ~~as Exhibit 10.1 to CarMax’s Current Report on Form 8-K,~~herewith. *

10.2			Consulting Agreement, dated September 29, 2021, between CarMax, Inc. and Edwin J. Hill, filed ~~June 25, 2020.~~herewith. *

31.1			Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.

31.2			Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.

32.1			Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, filed herewith.

32.2			Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, filed herewith.

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Indicates management contract, compensatory plan or arrangement of the company required to be filed as an exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



CARMAX, INC.


By:			/s/ William D. Nash
			William D. Nash
			President and
			Chief Executive Officer


By:			/s/ Enrique N. Mayor-Mora
			Enrique N. Mayor-Mora
			Senior Vice President and
			Chief Financial Officer

October ~~5, 2020~~1, 2021

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