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 ("fiscal 2020"), 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 retailer of used vehicles. We operate in two reportable segments: CarMax Sales Operations and CarMax Auto Finance ("CAF"). Our CarMax Sales Operations segment consists of all aspects of our auto merchandising and service operations, excluding financing provided by CAF. Our CAF segment consists solely of our own finance operation that provides financing to customers buying retail vehicles from CarMax.

CarMax Sales Operations Our sales operations segment consists of retail sales of used vehicles and related products and services, such as wholesale vehicle sales; the sale of extended protection plan ("EPP") products, which include extended service plans ("ESPs") and guaranteed asset protection ("GAP"); and vehicle repair service. We offer competitive, no-haggle prices; a broad selection of CarMax Quality Certified used vehicles; value-added EPP products; and superior customer service. Our website and related mobile apps serve as sales channels for customers who prefer to conduct all or part of the shopping and sales process on-line. In addition, they serve as tools for communicating the CarMax consumer offer in detail and as sophisticated search engines for finding the right vehicle.

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 May 31, 2020, we operated 220 used car stores in 106 U.S. television markets, as well as 2 new car franchises. As of that date, 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 36.1% of our retail used vehicle unit sales in the first three months of fiscal 2021. As of May 31, 2020, CAF serviced approximately 1,014,000 customer accounts in its $13.17 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 quarter of fiscal 2021, we spent approximately $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. To date, we have called back approximately 90% of associates placed on furlough.



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As shelter-in-place orders are being phased out and we have begun to reopen stores and auctions, 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 are adhering to occupancy restrictions at our stores where required. We also launched contactless curbside pickup 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 where possible for customers who want or need to sell their cars.

These developments have caused significant disruption to our business and had a significant impact on our financial position, results of operations and cash flows in the first quarter of fiscal 2021. Sales performance in the first quarter of fiscal 2021 was significantly impacted by the COVID-19 pandemic. At the peak of the COVID-19 pandemic to date, 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.

Since hitting a trough in early April, we have seen our sales progressively improve as stores reopen, occupancy restrictions start to ease and customers begin to re-engage in car buying. As of May 31, 2020, all of our stores were open, but we still had more than 50% of our stores running under occupancy restrictions or limited operations. As previously disclosed, through the first two weeks of June, our comparable unit sales were within 10% of last year's sales, and many stores, though not a majority, were exceeding last year's sales, even with more than 50% of our stores running under occupancy restrictions or limited operations. While web traffic declined 11% during the first quarter of fiscal 2021, during the first two weeks of June web traffic was up year-over-year. Also, leads to our Customer Experience Centers ("CECs") have returned to pre-COVID-19 levels.

As a result of the improvement in sales in May and June, we have begun increasing production to raise our inventory levels. We expect there to be service inefficiencies in the second quarter as it takes time to return production to a normalized operating state.

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 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 our high-quality portfolio and tested certain loan routing to our third-party providers.

Payment extensions spiked in April and have declined significantly in recent weeks as customers have exhibited the ability and willingness to pay. During the first quarter of fiscal 2021, delinquency rates were lower year-over-year. However, this was largely due to payment extensions that were granted during the quarter. We plan to continue supporting our customers with a focus on providing appropriate relief while at the same time protecting our portfolio.

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.

At the same time, we took advantage of our financial strength to continue making investments in our omni-channel experience and other digital initiatives that provide us with a competitive advantage. We implemented the most pertinent parts of the omni-channel experience in the first quarter, including launching a new initiative, contactless curbside pickup, to 200 stores nationwide. We expect to complete the rollout of our omni-channel experience in the second quarter of fiscal 2021.

As a result of these measures, we had $658.0 million in cash and cash equivalents on hand and $1.08 billion of unused capacity on our revolving credit facility as of May 31, 2020, compared with $58.2 million and $997.3 million, respectively, as of February 29, 2020. Total long-term debt, excluding non-recourse notes payable, declined to $1.71 billion as of May 31, 2020, compared with $1.79 billion as of February 29, 2020.

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.



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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 outbreak are uncertain, and we are unable to determine the full impact that social distancing protocols, or potential subsequent outbreaks, will 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 for the first three months of fiscal 2021 are as follows:

Net Sales and Gross Profit

Operating Revenues

[[Image Removed: chart-41964b4c37425108a0c.jpg]][[Image Removed: chart-11daf93103ac5e7eb94.jpg]] A high-level summary of our financial results for the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2020 is as follows:


                                                                              Change from

(Dollars in millions except per share or per Three Months Ended Three Months Ended unit data)

May 31, 2020              May 31, 2019

Income statement information


 Net sales and operating revenues             $          3,228.8                   (39.8 )%
 Gross profit                                 $            354.2                   (52.3 )%
 CAF income                                   $             51.0                   (56.1 )%
 Selling, general and administrative expenses $            373.7                   (23.7 )%
 Net earnings                                 $              5.0                   (98.1 )%

Unit sales information


 Used unit sales                                         135,028                   (39.8 )%
 Change in used unit sales in comparable
stores                                                     (41.8 )%                  N/A
 Wholesale unit sales                                     63,295                   (47.6 )%

Per unit information


 Used gross profit per unit                   $            1,937                   (12.6 )%
 Wholesale gross profit per unit              $              978                    (6.2 )%
 SG&A per used vehicle unit                   $            2,768                    26.8  %

Per share information


 Net earnings per diluted share               $             0.03                   (98.1 )%




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Revenues and profitability for the first quarter of fiscal 2021 were significantly impacted by COVID-19, as previously discussed. The results for the first quarter of fiscal 2021 included $122.0 million in the CAF provision for loan losses, which included an increase of $84.0 million, or $0.38 per diluted share, in our estimate of lifetime losses on existing loans resulting from COVID-19 turmoil and worsening economic factors. Net earnings per diluted share during the first quarter of fiscal 2021 also included a one-time benefit of $0.18 in connection with our receipt of settlement proceeds in a previously disclosed class action lawsuit. Refer to "Results of Operations" for further details on our revenues and profitability.

Liquidity

Our primary ongoing sources of liquidity include funds provided by operations, proceeds from non-recourse funding vehicles, and borrowings under our revolving credit facility or through other financing sources. During the first three months of fiscal 2021, net cash provided by operations totaled $1.25 billion. This amount, combined with $438.3 million of net payments on non-recourse notes payable, resulted in $811.3 million of adjusted net cash provided by operating activities (a non-GAAP measure). Our current capital allocation strategy is to prioritize navigating the near-term challenges the COVID-19 situation presents and continuing to fund operating activities. Historically, this liquidity was primarily used to fund the repurchase of common stock under our share repurchase program and our store growth.

When considering cash from operating activities, management does not include changes in auto loans receivable that have been funded with non-recourse notes payable, which are separately reflected as cash (used in) provided by financing activities. For a reconciliation of adjusted net cash provided by operating activities to net cash provided by (used in) operating activities, the most directly comparable GAAP financial measure, see "Reconciliation of Adjusted Net Cash from Operating Activities" included in "FINANCIAL CONDITION - Liquidity and Capital Resources."

As noted above, in response to the COVID-19 situation, we took certain measures to enhance our liquidity position and provide additional financial flexibility, including drawing down additional funds on our revolving credit facility, pausing our stock repurchase program, pausing our store expansion strategy and remodels and actively aligning operating expenses to the current state of the business, including the previously discussed furlough. As a result of these measures, we strengthened our overall financial position by selling through inventory and quickly aligning costs to lower sales volumes. We exited the first quarter of fiscal 2021 in a stronger liquidity position than we entered. We believe we have sufficient liquidity and financial strength to support our operations and continue investing in our omni and digital initiatives for the foreseeable future.

Future Outlook The COVID-19 situation has created an unprecedented and challenging time. Our current focus is on positioning the company for a strong recovery as we emerge from this crisis. As discussed above, we have taken several steps to ensure 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 around preserving cash and reducing our operating expenses as appropriate.

We recognize the current environment has 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. Our omni-channel experience 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 a unique opportunity for us to accelerate our omni-channel experience and other digitally driven investments, which are significant competitive advantages for us. We expect to complete our omni-channel rollout in the second quarter of fiscal 2021 and are focusing our efforts on optimizing this customer experience with new enhancements.

In the near term, our strategic investments will focus on our customer experience, vehicle acquisition and our wholesale business. This includes a continued focus on driving effectiveness through our centralized CECs, improving our core buying channels and opening new buying channels and modernizing our wholesale auction platforms. As we complete the roll out of our omni-channel experience, we do not expect to realize the full extent of efficiencies gained from the CECs during this fiscal year. We will continue to assess opportunities to become leaner, more agile and a more cost-effective organization over the long term.

Our long-term strategy continues to be focused on completing the rollout of our retail concept, including our omni-channel experience, and increasing our share of used vehicle unit sales in each of the markets in which we operate. 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.




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In calendar 2019, we estimate we sold approximately 4.7% 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 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 waste.


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


In order to execute our long-term strategy, we have invested in various strategic initiatives to increase innovation, specifically with regards to customer-facing and customer-enabling technologies. We continue to make improvements to our website and 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.

As of May 31, 2020, we had used car stores located in 106 U.S. television markets, which covered approximately 78% 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 three months of fiscal 2021, we opened four stores. Prior to the recent COVID-19 situation in the U.S., it was our intent to open 13 stores during fiscal 2021 and a similar number of stores in fiscal 2022. Given the current environment, we have paused our store expansion strategy. We plan to revisit this decision later in the fiscal year.

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.

CRITICAL ACCOUNTING POLICIES

As a result of our adoption of the new accounting standard related to the measurement of credit losses on financial instruments ("CECL") on March 1, 2020, we are updating the Critical Accounting Policy disclosure in MD&A included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended February 29, 2020 as follows:

Allowance for Loan Losses. The allowance for loan losses represents the net credit losses expected over the remaining contractual life of our managed receivables. Because net loss performance can vary substantially over time, estimating net losses requires assumptions about matters that are uncertain.

The allowance for loan losses is 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 receivables that have less than 18 months of performance history, the net loss estimate takes into account the credit grades of the receivables and historical losses by credit grade to supplement actual loss data in estimating future performance. Once the receivables have 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 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 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 is developed to capture the relationship between changes in these indices 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 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 model when appropriate.




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Determining the appropriateness of the allowance for loan losses requires management to exercise judgment about matters that are inherently uncertain, including the timing and distribution of net losses that could materially affect the allowance for loan losses and, therefore, net earnings. To the extent that actual performance differs from our estimates, additional provision for credit losses may be required that would reduce net earnings. A 10% change in the estimated loss rates would have changed the allowance for loan losses by approximately $43.7 million as of May 31, 2020.

See Note 4 for additional information on the allowance for loan losses.

There have been no additional changes to our critical accounting policies during the three months ended May 31, 2020.

RESULTS OF OPERATIONS - CARMAX SALES OPERATIONS

NET SALES AND OPERATING REVENUES


                                            Three Months Ended May 31
(In millions)                             2020          2019        Change
Used vehicle sales                     $ 2,786.2     $ 4,540.7     (38.6 )%
Wholesale vehicle sales                    342.9         662.4     (48.2 )%
Other sales and revenues:
Extended protection plan revenues           73.4         111.3     (34.1 )%
Third-party finance fees, net              (10.7 )       (15.5 )    30.7  %
Other                                       37.0          67.4     (45.0 )%
Total other sales and revenues              99.7         163.2     (38.9 )%

Total net sales and operating revenues $ 3,228.8 $ 5,366.3 (39.8 )%





UNIT SALES
                       Three Months Ended May 31
                      2020         2019      Change

Used vehicles 135,028 224,268 (39.8 )% Wholesale vehicles 63,295 120,768 (47.6 )%

AVERAGE SELLING PRICES


                        Three Months Ended May 31
                        2020          2019      Change

Used vehicles $ 20,346 $ 20,050 1.5 % Wholesale vehicles $ 5,110 $ 5,213 (2.0 )%

COMPARABLE STORE USED VEHICLE SALES CHANGES


                        Three Months Ended May 31 (1)
                             2020                2019
Used vehicle units            (41.8 )%             9.5 %
Used vehicle revenues         (40.8 )%             9.4 %


(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.



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VEHICLE SALES CHANGES
                             Three Months Ended May 31
                                2020             2019
Used vehicle units              (39.8 )%          13.0 %
Used vehicle revenues           (38.6 )%          12.9 %

Wholesale vehicle units         (47.6 )%           6.6 %
Wholesale vehicle revenues      (48.2 )%           7.3 %



USED VEHICLE FINANCING PENETRATION BY CHANNEL (BEFORE THE IMPACT OF 3-DAY
PAYOFFS)
              Three Months Ended May 31 (1)
                 2020                2019
CAF (2)            38.2 %               46.2 %
Tier 2 (3)         28.5 %               20.3 %
Tier 3 (4)         14.5 %               11.5 %
Other (5)          18.8 %               22.0 %
Total             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 May 31
                                                  2020                2019
Used car stores, beginning of period         216                       203
Store openings                                 4                         3
Used car stores, end of period               220                       206



During the first three months of fiscal 2021, we opened four stores, all in existing television markets (Tampa, FL; Philadelphia, PA; New Orleans, LA; and Los Angeles, CA).

Used Vehicle Sales. The 38.6% decrease in used vehicle revenues in the first quarter of fiscal 2021 was primarily due to a 39.8% decline in used unit sales. The decrease in used units included a 41.8% decrease in comparable store used unit sales. The comparable store used unit sales performance 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. More than 80% of the days in the first quarter of fiscal 2021 were negatively impacted by a mix of store closures, limited operations and occupancy restrictions.

The increase in average retail selling price in the first quarter of fiscal 2021 reflected higher vehicle acquisition costs, primarily related to inventory acquired prior to the steep depreciation environment experienced during the quarter, as well as shifts in the mix of our sales by both vehicle age and class.

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 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.

The 48.2% decrease in wholesale vehicle revenues in the first quarter of fiscal 2021 was primarily due to a 47.6% decrease in unit sales as well as a 2.0% decline in average selling price. The wholesale unit decline reflected both lower appraisal traffic and a reduction in our appraisal buy rate, partially offset by the shift in our wholesale business from in-person to online auctions. Our



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buy rate typically declines during periods of weaker wholesale industry pricing as we adjust our appraisal offers in response to the wholesale pricing environment. Our auction sales rate for the first quarter of fiscal 2021 was consistent with our historical rate of approximately 95%.

Other Sales and Revenues. Other sales and revenues include revenue from the sale of ESPs and GAP (collectively reported in EPP revenues, net of a reserve for estimated contract cancellations), net third-party finance fees, and other revenues, which are predominantly comprised of service department and new vehicle sales. The fees we pay to the Tier 3 providers are reflected as an offset to finance fee revenues received from the Tier 2 providers. The mix of our retail vehicles financed by CAF, Tier 2 and Tier 3 providers, or customers that arrange their own financing, may vary from quarter to quarter depending on several factors, including the credit quality of applicants, changes in providers' credit decisioning and external market conditions. Changes in originations by one tier of credit providers may also affect the originations made by providers in other tiers.

Other sales and revenues declined 38.9% in the first quarter of fiscal 2021, reflecting decreases in EPP revenues, new car sales and service department sales. EPP revenues declined 34.1%, largely reflecting the reduction in our used unit sales. EPP revenue for the first quarter of fiscal 2021 included a year-over-year benefit of $6.7 million related to the receipt of profit-sharing revenue and a favorable change in cancellation reserves. The new car and service department sales declines reflected both store closures and reduced customer traffic.

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.

GROSS PROFIT


                                    Three Months Ended May 31
(In millions)                       2020          2019      Change
Used vehicle gross profit      $   261.5        $ 496.8    (47.4 )%
Wholesale vehicle gross profit      61.9          126.0    (50.8 )%
Other gross profit                  30.8          119.6    (74.3 )%
Total                          $   354.2        $ 742.4    (52.3 )%



GROSS PROFIT PER UNIT
                                           Three Months Ended May 31
                                        2020                      2019
                                $ per unit(1)     %(2)    $ per unit(1)     %(2)

Used vehicle gross profit $ 1,937 9.4 $ 2,215 10.9 Wholesale vehicle gross profit $

           978    18.1   $         1,043    19.0
Other gross profit             $           228    30.8   $           533    73.3
Total gross profit             $         2,623    11.0   $         3,310    13.8


(1) Calculated as category gross profit divided by its respective units sold,

except the other and total categories, which are divided by total used

units sold.

(2) Calculated as a percentage of its respective sales or revenue.

Used Vehicle Gross Profit. We target a dollar range of gross profit per used unit sold. The gross profit dollar target for an individual vehicle is based on a variety of factors, including its probability of sale and its mileage relative to its age; however, it is not primarily based on the vehicle's selling price. Our ability to quickly adjust appraisal offers to be consistent with the broader market trade-in trends and the pace of our inventory turns reduce our exposure to the inherent continual fluctuation in used vehicle values and contribute to our ability to manage gross profit dollars per unit.

We systematically adjust individual vehicle prices based on proprietary pricing algorithms in order to appropriately balance sales trends, inventory turns and gross profit achievement. Other factors that may influence gross profit include the wholesale and retail vehicle pricing environments, vehicle reconditioning and logistics costs, and the percentage of vehicles sourced directly from consumers through our appraisal process. Vehicles purchased directly from consumers typically generate more gross profit per unit compared with vehicles purchased at auction or through other channels.




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Used vehicle gross profit declined 47.4% in the first quarter of fiscal 2021, reflecting the 39.8% decline in total used unit sales as well as the $278 decline in used vehicle gross profit per unit. Our used vehicle gross profit per unit was pressured by pricing adjustments made to better align inventory levels with sales. 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.

Wholesale Vehicle Gross Profit. Our wholesale gross profit per unit reflects the demand for older, higher mileage vehicles, which are the mainstay of our auctions, as well as strong dealer attendance and resulting high dealer-to-car ratios at our auctions. The frequency of our auctions, which are generally held weekly or bi-weekly, minimizes the depreciation risk on these vehicles. Our ability to adjust appraisal offers in response to the wholesale pricing environment is a key factor that influences wholesale gross profit.

Wholesale vehicle gross profit decreased 50.8% in the first quarter of fiscal 2021, driven by both the 47.6% reduction in wholesale unit sales and a $65 decrease in wholesale 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 quarter, aided by the shift in our wholesale business from in-person to online auctions.

Other Gross Profit. Other gross profit includes profits related to EPP revenues, net third-party finance fees 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 declined 74.3% in the first quarter of fiscal 2021 due to a $55.1 million decline in service department profits and a $37.9 million decline in EPP revenues. The current quarter's service results reflected the overhead deleverage resulting from our decline in used car sales, as well as pay continuity for our technicians and other service personnel during periods of reduced vehicle reconditioning activity, as we reduced our inventory. Service results 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 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.




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SG&A Expenses

COMPONENTS OF SG&A EXPENSES AS A PERCENTAGE OF TOTAL SG&A EXPENSES [[Image Removed: chart-d9fed172b898519f847.jpg]] COMPONENTS OF SG&A EXPENSES COMPARED WITH PRIOR PERIOD


                                                              Three Months Ended May 31
(In millions except per unit data)                       2020              2019          Change
Compensation and benefits:
Compensation and benefits, excluding share-based
compensation expense                               $     191.2         $    230.0         (16.8 )%
Share-based compensation expense                          23.7               40.9         (42.2 )%
Total compensation and benefits (1)                $     214.9         $    270.9         (20.7 )%
Store occupancy costs                                     94.6               96.6          (2.1 )%
Advertising expense                                       34.5               41.9         (17.6 )%
Other overhead costs (2)                                  29.7               80.3         (63.0 )%
Total SG&A expenses                                $     373.7         $    489.7         (23.7 )%
SG&A per used vehicle unit (3)                     $     2,768         $    2,183     $     585

(1) Excludes compensation and benefits related to reconditioning and vehicle

repair service, which are included in cost of sales. See Note 10 for

details of share-based compensation expense by grant type.

(2) Includes IT expenses, preopening and relocation costs, insurance, non-CAF

bad debt, travel, charitable contributions and other administrative

expenses.

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





SG&A expenses decreased 23.7% in the first quarter of fiscal 2021. This decrease
reflected a reduction in costs associated with our decline in sales volume, the
furlough of associates and the alignment of other costs to the state of the
business, partially offset by an increase in costs as a result of the 8% growth
in our store base since the beginning of fiscal 2020 (representing the addition
of 17 stores). The net decrease also included the following:
•            $40.3 million one-time benefit, representing our receipt of
             settlement proceeds in a class action lawsuit related to the
             economic loss associated with vehicles containing Takata airbags.


•            $17.2 million decrease in share-based compensation expense. The
             decrease in share-based compensation expense was primarily related
             to cash-settled restricted stock units, as the expense associated
             with these units was primarily driven by the change in the company's
             stock price during the relevant periods.


•            $7.4 million decrease in advertising expense in response to
             COVID-19. We expect that our advertising expense for the remainder
             of the year, on a per unit basis, will be comparable to the per unit
             expense in fiscal 2020, dependent on sales performance.



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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 increased to $24.0 million in the first quarter of fiscal 2021 from $17.8 million in the first quarter of fiscal 2020. The increase primarily reflected increased expense for our financing obligations as well as a higher outstanding average revolver balance in the first quarter of fiscal 2021, partially offset by lower interest rates.

Income Taxes. The effective income tax rate was (19.5)% in the first quarter of fiscal 2021 versus 24.1% in the first quarter of fiscal 2020. During the first quarter of fiscal 2021, our provision for income taxes and effective tax rate were positively impacted by $1.9 million related to the release of tax reserves and the impact of settlements of share-based awards.

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 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 possible effects of the COVID-19 outbreak) 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 are currently targeting new loans toward the higher end of 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.

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

See Note 3 for additional information on CAF income and Note 4 for information on auto loans receivable, including credit quality. SELECTED CAF FINANCIAL INFORMATION


                                   Three Months Ended May 31
(In millions)                 2020      % (1)       2019      % (1)
Interest margin:
Interest and fee income    $  282.5       8.4     $ 266.2       8.4
Interest expense              (84.6 )    (2.5 )     (87.4 )    (2.8 )

Total interest margin $ 197.9 5.9 $ 178.8 5.6 Provision for loan losses $ (122.0 ) (3.6 ) $ (38.2 ) (1.2 ) CarMax Auto Finance income $ 51.0 1.5 $ 116.0 3.7

(1) Annualized percentage of total average managed receivables.






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


                                             Three Months Ended May 31
                                              2020               2019

Net loans originated (in millions) $ 992.3 $ 1,826.3 Vehicle units financed

                        48,696               92,958
Net penetration rate (1)                        36.1 %               41.4 %
Weighted average contract rate                   8.4 %                8.9 %
Weighted average credit score (2)                707                  704
Weighted average loan-to-value (LTV) (3)        93.1 %               94.4 %
Weighted average term (in months)               66.1                 66.3



(1) Vehicle units financed as a percentage of total used units sold.

(2) The credit scores represent FICO® scores and reflect only receivables with


      obligors that have a FICO® score at the time of application. The FICO®
      score with respect to any receivable with co-obligors is calculated as the
      average of each obligor's FICO® score at the time of application. FICO®
      scores are not a significant factor in our primary scoring model, which
      relies on information from credit bureaus and other application information
      as discussed in Note 4. FICO® is a federally registered servicemark of Fair
      Isaac Corporation.

(3) LTV represents the ratio of the amount financed to the total collateral


      value, which is measured as the vehicle selling price plus applicable
      taxes, title and fees.



LOAN PERFORMANCE INFORMATION
                                                           As of and for the Three Months
                                                                       Ended
                                                                        May 31
(In millions)                                                   2020             2019
Total ending managed receivables                           $  13,171.9       $  12,859.4
Total average managed receivables                          $  13,408.5       $  12,707.3
Allowance for loan losses (1)                              $     437.2       $     147.0

Allowance for loan losses as a percentage of ending managed receivables

                                               3.32 %            1.14 %
Net credit losses on managed receivables                   $      44.6       $      29.4

Annualized net credit losses as a percentage of total average managed receivables

                                       1.33 %            0.93 %
Past due accounts as a percentage of ending managed
receivables                                                       2.48 %            3.36 %
Average recovery rate (2)                                         47.3 %            49.2 %


(1) The allowance for loan losses as of May 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.


• CAF Income (Decrease of $65.0 million, or 56.1%)




•      The decrease in CAF income for the first quarter of fiscal 2021 reflects
       an increase in the provision for loan losses, partially offset by
       improvement in the total interest margin percentage.


•      The decline in net loan originations in the first quarter of fiscal 2021
       resulted from our used vehicle sales decline as well as a decline in CAF's
       penetration rate.


•      The decrease in CAF's penetration rate reflected the combined effects of a
       shift in customer credit mix, adjustments to CAF's credit policies made in
       response to COVID-19 and testing of loan routing to our third-party
       providers.




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• Provision for Loan Losses (Increased to $122.0 million from $38.2 million)




•      The increase in the provision for loan losses included an increase of
       $84.0 million in our estimate of lifetime losses on existing loans, which
       was an approximately 25% increase in our loss expectations, largely
       resulting from COVID-19 turmoil and worsening economic factors.


•      The remaining $38.0 million largely reflected our estimate of lifetime
       losses on originations in the first quarter of fiscal 2021.


•      In connection with our adoption of CECL during the first quarter of fiscal
       2021, we recorded a $202.0 million increase in the allowance for loan
       losses on the first quarter opening balance sheet, with a corresponding
       decrease of $153.3 million, net of tax, in retained earnings.



•   Total interest margin (Increased to 5.9% of average managed receivables from

5.6%)




•         The increase in the total interest margin percentage was the result of
          lower funding costs.


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. During the first quarter of fiscal 2021, we paused our CAF Tier 3 lending given the current economic outlook and uncertainty surrounding the COVID-19 outbreak. A total of $160.2 million and $167.5 million in CAF Tier 3 receivables were outstanding as of May 31, 2020 and February 29, 2020, respectively. These loans have higher loss and delinquency rates than the remainder of the CAF portfolio, as well as higher contract rates. As of May 31, 2020 and February 29, 2020, approximately 10% of the total allowance for loan losses related to the outstanding CAF Tier 3 loan balances.

PLANNED FUTURE ACTIVITIES

During the first quarter of fiscal 2021, we opened four stores, all in an existing markets (Tampa, FL; Philadelphia, PA; New Orleans, LA; and Los Angeles, CA). Previously, it was our intent to open 13 stores in fiscal 2021 and a similar number of stores in fiscal 2022. While we remain committed to executing our store growth plan for the long-term benefit of customers and shareholders, we have decided to pause our store expansion and remodel strategy in response to the COVID-19 situation. We plan to revisit this decision later in the fiscal year.

FINANCIAL CONDITION

Liquidity and Capital Resources Historically, our primary ongoing cash requirements have been to fund our existing operations, store expansion and improvement and CAF. Since fiscal 2013, we have also elected to use cash for our share repurchase program. Our primary ongoing sources of liquidity include funds provided by operations, proceeds from non-recourse funding vehicles and borrowings under our revolving credit facility or through other financing sources.

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, including the temporary furlough of over 15,000 associates in April 2020. As a result of these measures, we strengthened our overall financial position by selling through inventory and quickly aligning costs to lower sales volumes. We exited the first quarter of fiscal 2021 in a stronger liquidity position than we entered. Our current capital allocation strategy is to prioritize navigating the near-term challenges that COVID-19 presents and continuing to fund operating activities. We believe we have sufficient liquidity and financial strength to support our operations and continue investing in our omni and digital initiatives for the foreseeable future. We currently target an adjusted debt-to-total capital ratio in a range of 35% to 45%. Our adjusted debt to capital ratio was modestly below our targeted range for the first quarter of fiscal 2021, when netting out our accumulated cash of approximately $660 million. 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 three months of fiscal 2021, net cash provided by operating activities totaled $1.25 billion, compared with $43.2 million in the prior year period, which included a decrease in auto loans receivable of $433.0 million in the current year period compared with an increase of $386.9 million in the prior year period. The majority of the changes in auto



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loans receivable are accompanied by changes in non-recourse notes payable, which are separately reflected as cash from financing activities.

As of May 31, 2020, total inventory was $1.90 billion, representing a decrease of $947.0 million, or 33.3%, compared with the balance as of the start of the fiscal year. The decrease primarily reflected a decline in vehicle units in response to the impact of COVID-19 on customer demand and our effort to align inventory levels with sales. The decrease was also due to a decline in the average carrying cost of inventory as a result of lower acquisition costs and changes in our vehicle mix.

When considering cash from operating activities, management uses an adjusted measure of net cash from operating activities that offsets the changes in auto loans receivable with the corresponding changes in non-recourse notes payable. This is achieved by adding back the cash from the net (payments on) issuances of non-recourse notes payable, which represents the change in auto loans receivable that were funded through the net (payments on) issuance of non-recourse notes payable during the period. The resulting financial measure, adjusted net cash from operating activities, is a non-GAAP financial measure. We believe adjusted net cash from operating activities is a meaningful metric for investors because it provides better visibility into the cash generated from operations. Including the changes in non-recourse notes payable, net cash provided by operating activities would have been as follows:

RECONCILIATION OF ADJUSTED NET CASH FROM OPERATING ACTIVITIES


                                                          Three Months Ended May 31
(In millions)                                             2020                 2019

Net cash provided by operating activities $ 1,249.6 $ 43.2 Add: Net (payments on) issuances of non-recourse notes payable (1)

                                           (438.3 )               358.2

Adjusted net cash provided by operating activities $ 811.3 $ 401.4





(1)  Calculated using the gross issuances less payments on non-recourse notes
     payable as disclosed on the consolidated statements of cash flows.


Adjusted net cash provided by operating activities for the first three months of the current fiscal year increased compared with the prior year period primarily due to the changes in inventory discussed above, partially offset by timing-related changes to accounts receivable and accounts payable as well as a decrease 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.

Investing Activities. During the first three months of the fiscal year, net cash used in investing activities totaled $65.1 million in fiscal 2021 compared with $86.1 million in fiscal 2020. Capital expenditures were $62.9 million in the current year period versus $79.0 million in the prior year period. Capital expenditures primarily included store construction costs and store remodeling expenses. We maintain a multi-year pipeline of sites to support our store growth, so portions of capital spending in one year may relate to stores that we open in subsequent fiscal years. In response to COVID-19, we have paused our store expansion and remodel strategy until the situation stabilizes.

As of May 31, 2020, 141 of our 220 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 three months of fiscal 2021, net cash used in financing activities totaled $579.7 million compared with net cash provided by financing activities of $80.9 million in the prior year period. Included in these amounts were net payments on non-recourse notes payable of $438.3 million compared with net issuances of non-recourse notes payable of $358.2 million in the prior year period. Changes in non-recourse notes payable are typically used to fund changes in auto loans receivable (see "Operating Activities").

During the first three months of fiscal 2021, cash used in financing activities was impacted by stock repurchases of $54.1 million as well as net repayments on our long-term debt of $85.1 million. During the first three months of fiscal 2020, cash provided by financing activities was impacted by stock repurchases of $212.0 million as well as net repayments on our long-term debt of $94.0 million.




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TOTAL DEBT AND CASH AND CASH EQUIVALENTS
(In thousands)                                              As of May 31      As of February 29
    Debt Description (1)             Maturity Date              2020                2020
Revolving credit facility (2) June 2024                   $       370,086   $           452,740
Term loan                     June 2024                           300,000               300,000
3.86% Senior notes            April 2023                          100,000               100,000
4.17% Senior notes            April 2026                          200,000               200,000
4.27% Senior notes            April 2028                          200,000               200,000
                              Various dates through
Financing obligations         February 2059                       535,078               536,739
                              Various dates through May
Non-recourse notes payable    2027                             13,174,982            13,613,272
Total debt (3)                                                 14,880,146            15,402,751
Cash and cash equivalents                                 $       658,022   $            58,211


(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 9 for

additional information.

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 May 31, 2020, we were in compliance with these financial covenants.

See Note 9 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 May 31, 2020, $11.22 billion and $1.95 billion of non-recourse notes payable were outstanding related to asset-backed term funding transactions and our warehouse facilities, respectively. During the first three months of fiscal 2021, we funded a total of $1.15 billion in asset-backed term funding transactions. As of May 31, 2020, we had $1.55 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 9 for additional information on the warehouse facilities. 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 May 31, 2020, a total of $2 billion of board authorizations for repurchases was outstanding, with no expiration date, of which $1.51 billion remained available for repurchase. During the first quarter of fiscal 2021, in response to the COVID-19 crisis, we paused our stock repurchase program, although the repurchase authorization remains effective. See Note 10 for more information on share repurchase activity.





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Fair Value Measurements We recognize money market securities, mutual fund investments and derivative instruments at fair value. See Note 6 for more information on fair value measurements.

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, margins, expenditures, CAF income, stock repurchases, indebtedness, tax rates, earnings, or market conditions 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," "predict," "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 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.


•      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.


•      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.





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• 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 47 of this report, our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, 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. 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.




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