tenq.htm




 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended August 31, 2010

OR

 [    ]    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
(I.R.S. Employer
incorporation or organization)
Identification No.)

12800 TUCKAHOE CREEK PARKWAY, RICHMOND, VIRGINIA
23238
(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)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes   X             
No      

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer X
 
Accelerated filer __
 
 
Non-accelerated filer  __
Smaller reporting
company __
 

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

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, 2010
Common Stock, par value $0.50
 
224,854,703
     
A Table of Contents is included on Page 2 and a separate Exhibit Index is included on Page 44.

 
 
 

 

CARMAX, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 
Page
No.
PART I.
FINANCIAL INFORMATION
 
       
  Item 1.
Financial Statements:
 
       
   
Consolidated Statements of Earnings –
Three Months and Six Months Ended August 31, 2010 and 2009
3
       
   
Consolidated Balance Sheets –
August 31, 2010, and February 28, 2010
4
       
   
Consolidated Statements of Cash Flows –
Six Months Ended August 31, 2010 and 2009
5
       
   
Notes to Consolidated Financial Statements
6
       
  Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
25
       
  Item 3.
Quantitative and Qualitative Disclosures About Market Risk
40
       
  Item 4.
Controls and Procedures
40
     
PART II.
OTHER INFORMATION
 
       
  Item 1.
Legal Proceedings
41
       
  Item 1A.
Risk Factors
41
       
  Item 6.
Exhibits
41
   
SIGNATURES 
43
   
EXHIBIT INDEX 
44











Page 2 of 44
 
 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARMAX, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
(In thousands except per share data)


 
   
Three Months Ended August 31
   
Six Months Ended August 31
 
   
2010
(1)     % (2)     2009       % (2)     2010 (1)     % (2)     2009       % (2)
                                                               
Sales and operating revenues:
                                                             
Used vehicle sales
  $ 1,889,598       80.7     $ 1,706,616       82.2     $ 3,721,664       80.8     $ 3,255,891       83.3  
New vehicle sales
    51,057       2.2       63,206       3.0       101,955       2.2       111,759       2.9  
Wholesale vehicle sales
    329,889       14.1       236,991       11.4       646,378       14.0       408,487       10.4  
Other sales and revenues
    71,336       3.0       69,858       3.4       133,795       2.9       134,834       3.4  
Net sales and operating revenues
    2,341,880       100.0       2,076,671       100.0       4,603,792       100.0       3,910,971       100.0  
Cost of sales
    1,992,762       85.1       1,762,122       84.9       3,921,126       85.2       3,320,185       84.9  
Gross profit
    349,118       14.9       314,549       15.1       682,666       14.8       590,786       15.1  
CarMax Auto Finance income
    52,604       2.2       72,130       3.5       110,099       2.4       50,494       1.3  
Selling, general and administrative
                                                               
expenses
    225,236       9.6       218,122       10.5       451,928       9.8       424,347       10.9  
Interest expense
    1,413       0.1       1,348       0.1       1,485             2,414       0.1  
Interest income
    102             190             182             373        
Earnings before income taxes
    175,175       7.5       167,399       8.1       339,534       7.4       214,892       5.5  
Income tax provision
    67,290       2.9       64,428       3.1       130,530       2.8       83,173       2.1  
Net earnings
  $ 107,885       4.6     $ 102,971       5.0     $ 209,004       4.5     $ 131,719       3.4  
                                                                 
Weighted average common shares:
                                                         
Basic
    222,857               218,747               222,539               218,376          
Diluted
    226,132               221,334               226,155               220,087          
                                                                 
Net earnings per share:
                                                               
Basic
  $ 0.48             $ 0.47             $ 0.93             $ 0.60          
Diluted
  $ 0.48             $ 0.46             $ 0.92             $ 0.59          
 
(1)
Reflects the adoption of ASU Nos. 2009-16 and 2009-17 effective March 1, 2010.
(2)
Percents are calculated as a percentage of net sales and operating revenues and may not equal totals due to rounding.










See accompanying notes to consolidated financial statements.

Page 3 of 44
 
 

 

CARMAX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands except share data)


 
   
August 31, 2010 (1)
   
February 28, 2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 55,163     $ 18,278  
Restricted cash from collections on auto loan receivables
    166,574        
Accounts receivable, net
    65,982       99,434  
Auto loan receivables held for sale
          30,578  
Retained interest in securitized receivables
          552,377  
Inventory
    929,170       843,133  
Deferred income taxes
    8,829       5,595  
Other current assets
    8,854       7,017  
                 
Total current assets
    1,234,572       1,556,412  
                 
Auto loan receivables, net
    4,262,590        
Property and equipment, net
    880,197       893,453  
Deferred income taxes
    100,554       57,234  
Other assets
    99,266       49,092  
                 
TOTAL ASSETS
  $ 6,577,179     $ 2,556,191  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 236,997     $ 253,267  
Accrued expenses and other current liabilities
    92,144       94,557  
Accrued income taxes
    15,499       6,327  
Short-term debt
    565       883  
Current portion of long-term debt
    681       122,317  
Current portion of non-recourse notes payable
    139,952        
                 
Total current liabilities
    485,838       477,351  
                 
Long-term debt, excluding current portion
    28,747       27,371  
Non-recourse notes payable, excluding current portion
    3,867,045        
Other liabilities
    126,546       117,887  
                 
TOTAL LIABILITIES
    4,508,176       622,609  
                 
Commitments and contingent liabilities
               
                 
Shareholders’ equity:
               
Common stock, $0.50 par value; 350,000,000 shares authorized;
               
223,817,644 and 223,065,542 shares issued and outstanding
               
as of August 31, 2010, and February 28, 2010, respectively
    111,909       111,533  
Capital in excess of par value
    771,452       746,134  
Accumulated other comprehensive loss
    (25,589 )     (19,546 )
Retained earnings
    1,211,231       1,095,461  
                 
TOTAL SHAREHOLDERS’ EQUITY
    2,069,003       1,933,582  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 6,577,179     $ 2,556,191  
 
(1)
Reflects the adoption of ASU Nos. 2009-16 and 2009-17 effective March 1, 2010.  Pursuant to these pronouncements, we recognize (a) all transfers of auto loan receivables into term securitizations and (b) transfers of auto loan receivables into our warehouse facilities on or after March 1, 2010, as secured borrowings.


See accompanying notes to consolidated financial statements.

Page 4 of 44
 
 

 

CARMAX, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

   
Six Months Ended August 31
 
   
2010
   
2009
 
             
Operating Activities:
           
Net earnings
  $ 209,004     $ 131,719  
Adjustments to reconcile net earnings to net cash used in operating activities:
               
Depreciation and amortization
    29,048       29,579  
Share-based compensation expense
    21,957       22,654  
Provision for loan losses
    9,883        
Loss on disposition of assets
    316       276  
Deferred income tax provision (benefit)
    10,304       (17,711 )
Net decrease (increase) in:
               
Accounts receivable, net
    13,077       (3,234 )
Auto loan receivables held for sale, net
          (15,931 )
Retained interest in securitized receivables
    43,746       (137,858 )
Inventory
    (86,037 )     (86,924 )
Other current assets
    (4,702 )     (81 )
Auto loan receivables, net
    (228,878 )      
Other assets
    (4,688 )     1,152  
Net (decrease) increase in:
               
Accounts payable, accrued expenses and other current liabilities and accrued income taxes
    (26,102 )     35,365  
Other liabilities
    3,606       (10,295 )
Net cash used in operating activities
    (9,466 )     (51,289 )
                 
Investing Activities:
               
Capital expenditures
    (15,232 )     (14,328 )
Proceeds from sales of assets
          50  
Insurance proceeds related to damaged property
          447  
Increase in restricted cash from collections on auto loan receivables
    (3,966 )      
Increase in restricted cash in reserve accounts
    (8,680 )      
Releases of restricted cash from reserve accounts
    7,028        
Sales (purchases) of money market securities, net
    1       (2,196 )
Sales of investments available-for-sale
          2,200  
Net cash used in investing activities
    (20,849 )     (13,827 )
                 
Financing Activities:
               
(Decrease) increase in short-term debt, net
    (318 )     1,059  
Issuances of long-term debt
    243,300       386,000  
Payments on long-term debt
    (365,299 )     (344,598 )
Issuances of non-recourse notes payable
    1,873,000        
Payments on non-recourse notes payable
    (1,692,413 )      
Equity issuances, net
    6,387       3,819  
Excess tax benefits from share-based payment arrangements
    2,543       586  
Net cash provided by financing activities
    67,200       46,866  
                 
Increase (decrease) in cash and cash equivalents
    36,885       (18,250 )
Cash and cash equivalents at beginning of year
    18,278       140,597  
Cash and cash equivalents at end of period
  $ 55,163     $ 122,347  


See accompanying notes to consolidated financial statements.

Page 5 of 44
 
 

 

CARMAX, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1.  
Background
 
CarMax, Inc. (“we”, “our”, “us”, “CarMax” and “the company”), including its wholly owned subsidiaries, is the largest retailer of used vehicles in the United States.  We were the first used vehicle retailer to offer a large selection of high quality used vehicles at competitively low, no-haggle prices using a customer-friendly sales process in an attractive, modern sales facility.  At select locations we also sell new vehicles under various franchise agreements.  We provide customers with a full range of related products and services, including the financing of vehicle purchases through our own finance operation, CarMax Auto Finance (“CAF”), and third-party lenders; the sale of extended service plans, a guaranteed asset protection product and accessories; the appraisal and purchase of vehicles directly from consumers; 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 wholesale auctions.
 
2.  
Accounting Policies
 
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.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.  Amounts and percentages in tables may not total due to rounding.
 
These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles 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.  These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2010.
 
Cash and Cash Equivalents.  Cash equivalents of $46.8 million as of August 31, 2010, and $0.5 million as of February 28, 2010, consisted of highly liquid investments with original maturities of three months or less.
 
Restricted Cash from Collections on Auto Loan Receivables.  Cash accounts totaling $166.6 million as of August 31, 2010, consisted of collections of principal and interest payments on securitized auto loan receivables that are restricted for payment to the securitization investors pursuant to the applicable securitization agreements.
 
Securitizations.  As of March 1, 2010, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Nos. 2009-16 and 2009-17 (formerly Statements of Financial Accounting Standards (“SFAS”) Nos. 166 and 167, respectively) with prospective application.  ASU No. 2009-16 amended FASB Accounting Standards Codification (“ASC”) Topic 860, “Transfers and Servicing,” and ASU No. 2009-17 amended FASB ASC Topic 810, “Consolidation.”  ASU No. 2009-16 removed the concept of a qualifying special-purpose entity (“QSPE”) from Topic 860 and removed the provision within Topic 810 exempting these entities from consolidation.  These pronouncements also clarified the requirements for isolation and the limitations on the portions of financial assets that are eligible for sale accounting treatment.
 
Effective March 1, 2010, we recognize existing and future transfers of auto loan receivables into term securitizations as secured borrowings, which results in recording the auto loan receivables and the related non-recourse notes payable to the investors on our consolidated balance sheets.  All transfers of receivables into our warehouse facilities on or after March 1, 2010, are also accounted for as secured borrowings.  As of March 1, 2010, we amended our warehouse facility agreement in effect as of that date.  As a result, auto loan receivables previously securitized through that warehouse facility no longer qualify for sale treatment because, under the amendment, CarMax now has effective control over the receivables.  The receivables that were funded in the warehouse facility at that date were consolidated, at their fair value, along with the related non-recourse notes payable to the investors.
 
Page 6 of 44
 
 

 
 
The table below shows the combined effects of the adoption of ASU Nos. 2009-16 and 2009-17 and the March 1, 2010, amendment to our existing warehouse facility agreement on our February 28, 2010, consolidated balance sheets:
 
(In thousands)
 
Increase (Decrease)
 
Current Assets:
     
Restricted cash from collections on auto loan receivables
  $ 162,608  
Accounts receivable, net
    (20,375 )
Auto loan receivables held for sale
    (30,578 )
Retained interest in securitized receivables
    (508,631 )
Total Current Assets
    (396,976 )
Auto loan receivables, net (1)(2)
    4,043,595  
Deferred income taxes
    54,850  
Other assets
    43,835  
TOTAL ASSETS
  $ 3,745,304  
Current Liabilities:
       
Accounts payable
  $ 6,544  
Accrued expenses and other current liabilities
    5,584  
Current portion of non-recourse notes payable (1)
    134,798  
Total Current Liabilities
    146,926  
Non-recourse notes payable (1)(2)
    3,691,612  
TOTAL LIABILITIES
    3,838,538  
TOTAL SHAREHOLDERS’ EQUITY
    (93,234 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 3,745,304  
 
(1)
The assets and liabilities of the term securitization trusts are separately presented on the face of the consolidated balance sheets, as required by ASU No. 2009-17.
(2)
In addition to the accounting change, this line includes the impact from the amendment to our existing warehouse facility agreement resulting in $331.0 million of receivables, along with the related non-recourse notes payable, being consolidated.
 
The adjustments in the above table include the following items:
 
·  
Consolidation of the auto loan receivables and the related non-recourse notes payable funded in existing term securitizations.
·  
Consolidation of the auto loan receivables and the related non-recourse notes payable funded in the existing warehouse facility.
·  
Recognition of an allowance for loan losses on the consolidated auto loan receivables.
·  
Consolidation of customer loan payments received but not yet distributed by the term securitization trusts.  These payments are included in restricted cash from collections on auto loan receivables.
·  
Reclassification of auto loan receivables held for sale to auto loan receivables.
·  
Reclassification of certain balances previously included in retained interest in securitized receivables that relate to existing term securitizations.
·  
Write-off of the remaining interest-only strip receivables related to term securitizations, previously recorded in retained interest in securitized receivables, and the related deferred tax liability.  These write-offs were charged against retained earnings.
·  
Recording of a net deferred tax asset, primarily related to the establishment of the allowance for loan losses.
 
Beginning in fiscal 2011, CAF income no longer includes a gain on the sale of loans through securitization transactions, but instead primarily reflects the interest and certain other income associated with the auto loan receivables less the interest expense associated with the non-recourse notes payable issued to fund these receivables, direct CAF expenses and a provision for estimated loan losses.  See Notes 3 and 4 for additional information on securitizations.
 
Auto Loan Receivables.  Auto loan receivables, net of an allowance for loan losses, include amounts due from customers primarily related to used retail vehicle sales financed through CAF.  The allowance for loan losses represents an estimate of the amount of losses inherent in the loan portfolio as of the reporting date.  The allowance is primarily based on the
 
Page 7 of 44
 
 

 
 
 
credit quality of the underlying receivables, historical trends and forecasted forward loss curves.  Management also takes into account recent trends in delinquencies and losses, recovery rates and the economic environment.  The provision for loan losses is the periodic cost of maintaining an adequate allowance.  See Note 4 for additional information on auto loan receivables.
 
Derivative Instruments and Hedging Activities.  We enter into derivative instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates.  We recognize the derivatives at fair value as either current assets or current liabilities on the consolidated balance sheets.  Where applicable, such contracts covered by master netting agreements are reported net.  Gross positive fair values are netted with gross negative fair values by counterparty.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  We may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting may not apply or we do not elect to apply hedge accounting.  See Note 5 for additional information on derivative instruments and hedging activities.
 
Other Assets.  Other assets includes amounts classified as restricted cash on deposit in reserve accounts and restricted investments.  The restricted cash on deposit in reserve accounts is for the benefit of the securitization investors.  In the event that the cash generated by the securitized receivables in a given period was insufficient to pay the interest, principal and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.  These funds are restricted for the benefit of holders of non-recourse notes payable and are not expected to be available to the company or its creditors. Restricted cash on deposit in reserve accounts was $45.5 million as of August 31, 2010.  Prior to March 1, 2010, the amount on deposit in reserve accounts was a component of retained interest in securitized receivables.  See Note 4 for additional information on securitizations.
 
The restricted investments are held to support letters of credit associated with liability insurance programs and were $30.7 million as of August 31, 2010, and February 28, 2010.
 
Recent Accounting Pronouncements.  In January 2010, the FASB issued an additional accounting pronouncement related to fair value measurement disclosures (FASB ASC Topic 820), which requires fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities.  A class is often a subset of assets or liabilities within a line item on the consolidated balance sheets.  In addition, significant transfers in and out of Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers will be required to be disclosed.  This provision of the pronouncement is effective for reporting periods beginning after December 15, 2009.  Accordingly, we adopted the provision as of March 1, 2010, with no significant transfers other than the effects of adopting ASU Nos. 2009-16 and 2009-17.  An additional provision, effective for reporting periods beginning after December 15, 2010, requires that the reconciliation of Level 3 activity present information about purchases, sales, issuances and settlements on a gross basis instead of as one net number.  If applicable, we will include the additional required disclosures for our fiscal year beginning March 1, 2011.
 
In July 2010, the FASB issued an additional accounting pronouncement related to receivables (FASB ASC Topic 310), which requires additional disclosure about a company’s allowance for credit losses and the credit quality of the company’s financing receivables.  For disclosures as of the end of a reporting period, this pronouncement is effective for reporting periods ending after December 15, 2010.  We will include additional required disclosures in our annual report for our fiscal year ending February 28, 2011.  For disclosures about activity that occurs during a reporting period, this pronouncement is effective for reporting periods beginning after December 15, 2010.  We will include additional required disclosures for our fiscal year beginning March 1, 2011.
 

Page 8 of 44
 
 

 
 
3.  
CarMax Auto Finance Income
 
   
Three Months Ended August 31
   
Six Months Ended August 31
 
(In millions)
 
2010
      % (1)     2009       % (1)     2010       % (1)     2009       % (1)
Managed portfolio income:
                                                             
Interest and fee income
  $ 107.5       10.2     $           $ 207.3       10.0     $        
Servicing fee income
                10.4       1.0       0.9       0.0       20.9       1.0  
Interest income on retained
                                                               
interest in securitized receivables
                16.3       1.6       1.6       0.1       32.7       1.6  
Total managed portfolio income
    107.5       10.2       26.7       2.6       209.8       10.1       53.6       2.7  
                                                                 
(Loss) Gain:
                                                               
Gain on sales of loans originated and sold (2)
                19.9       4.2                   24.7       2.6  
Other (losses) gains
    (0.1 )     (0.0 )     36.2               2.5       0.1       (6.0 )        
Total (loss) gain
    (0.1 )     (0.0 )     56.1               2.5       0.1       18.7          
                                                                 
Expenses:
                                                               
Interest expense
    35.3       3.4                   70.4       3.4              
Provision for loan losses
    9.0       0.9                   9.9       0.5              
Payroll and fringe benefit expense
    5.0       0.5       5.1       0.5       10.3       0.5       10.1       0.5  
Other direct CAF expenses
    5.5       0.5       5.6       0.6       11.6       0.6       11.7       0.6  
Total expenses
    54.8       5.2       10.7       1.1       102.2       4.9       21.8       1.1  
CarMax Auto Finance income
  $ 52.6       5.0     $ 72.1       7.1     $ 110.1       5.3     $ 50.5       2.5  
 
                                                               
Total average managed receivables, principal only
  $ 4,205.4             $ 4,043.4             $ 4,164.2             $ 4,023.0          
Net loans originated
  $ 600.8             $ 478.6             $ 1,136.2             $ 947.1          
Loans originated and sold
  $             $ 475.2             $             $ 935.7          
 
Percent columns indicate:
(1)
Annualized percent of total average managed receivables, principal only, except where noted.
(2)
Percent of loans originated and sold.
 
CAF provides financing for qualified customers at competitive market rates of interest.  Throughout each month we securitize substantially all of the loans originated by CAF as discussed in Note 4.  Beginning in fiscal 2011, CAF income no longer includes a gain on the sale of loans through securitization transactions, but instead primarily reflects the interest and certain other income associated with the auto loan receivables less the interest expense associated with the non-recourse notes payable issued to fund these receivables, direct CAF expenses and a provision for estimated loan losses.
 
Prior to March 1, 2010, the majority of CAF income was typically generated by the spread between the interest rates charged to customers and the related cost of funds.  A gain, recorded at the time of securitization, resulted from recording a receivable approximately equal to the present value of the expected residual cash flows generated by the securitized receivables.  The cash flows were calculated taking into account expected prepayments, losses and funding costs.  The gain on sales of loans originated and sold included both the gain income recorded at the time of securitization and the effect of any subsequent changes in valuation assumptions or funding costs that were incurred in the same fiscal period that the loans were originated.  Other gains or losses included the effects of changes in valuation assumptions or funding costs related to loans originated and sold during previous fiscal periods, the effects of new term securitizations and changes in the valuation of retained subordinated bonds, as applicable.
 
CAF income or loss does not include any allocation of indirect costs or income.  We present this information on a direct basis to avoid making arbitrary decisions regarding the indirect benefits or costs that could be attributed to CAF.  Examples of indirect costs not included are retail store expenses and corporate expenses such as human resources, administrative services, marketing, information systems, accounting, legal, treasury and executive payroll.
 
Page 9 of 44
 
 

 
 
4.  
Securitizations
 
We maintain a revolving securitization program comprised of two separate warehouse facilities (“warehouse facilities”) that we use to fund auto loan receivables originated by CAF until they are funded through a term securitization or alternative funding arrangement.  We sell the auto loan receivables to a wholly owned, bankruptcy-remote, special purpose entity that transfers an undivided percentage ownership interest in the receivables, but not the receivables themselves, to entities formed by third-party investors (“bank conduits”).  The bank conduits issue asset-backed commercial paper supported by the transferred receivables, and the proceeds from the sale of the commercial paper are used to finance the securitized receivables.
 
The bank conduits may be considered variable interest entities, but are not consolidated because our interest does not constitute a variable interest in the entities.  We hold a variable interest in specified assets transferred to the entities rather than interests in the entities themselves.
 
We typically use term securitizations to refinance the auto loan receivables previously securitized through the warehouse facilities.  The purpose of term securitizations is to provide permanent funding for these receivables.  In these transactions, a pool of auto loan receivables is sold to a bankruptcy-remote, special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust.  The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to finance the securitized receivables.  Refinancing receivables in a term securitization could have a significant impact on our results of operations depending on the transaction structure and market conditions.
 
The warehouse facilities and the term securitizations are governed by various legal documents that limit and specify the activities of the special purpose entities and term securitization trusts (collectively, “securitization vehicles”) used to facilitate the securitizations.  The securitization vehicles are generally allowed to acquire the receivables being sold to them, issue asset-backed securities to investors to fund the acquisition of the receivables and enter into derivatives or other yield maintenance contracts to hedge or mitigate certain risks related to the pool of receivables or asset-backed securities.  Additionally, the securitization vehicles are required to service the receivables they hold and the securities they have issued.  These servicing functions are performed by CarMax, as appointed within the underlying legal documents.  Servicing functions include, but are not limited to, collecting payments from borrowers, monitoring delinquencies, liquidating assets, investing funds until distribution, remitting payments to the trustee who in turn remits payments to the investors, and accounting for and reporting information to investors.
 
The securitized receivables can only be used as collateral to settle obligations of the securitization vehicles.  The securitization vehicles and investors have no recourse to our assets beyond the securitized receivables, the amounts on deposit in reserve accounts and the restricted cash from collections on auto loan receivables.  We have not provided financial or other support to the securitization vehicles or investors that was not previously contractually required.  There are no additional arrangements, guarantees or other commitments that could require us to provide financial support to the securitization vehicles.
 
Effective March 1, 2010, all transfers of auto loan receivables related to the warehouse facilities are accounted for as secured borrowings.  These transfers represent only a portion of the auto loan receivables and this portion does not meet the definition of a participating interest because our interest in the transferred receivables is subordinate to the interest of the investors in the bank conduits.
 
As of March 1, 2010, we amended our warehouse facility agreement in effect as of that date.  As a result, auto loan receivables previously securitized through that warehouse facility no longer qualify for sale treatment because, under the amendment, CarMax now has effective control over the receivables.  The receivables that were funded in the warehouse facility at that date were consolidated, at their fair value, along with the related non-recourse notes payable to the investors.
 
With the removal of the QSPE consolidation exemption from Topic 810, effective March 1, 2010, we are required to evaluate the term securitization trusts for consolidation.  In our capacity as servicer, we have the power to direct the activities of the trusts that most significantly impact the economic performance of the receivables.  In addition, we have the obligation to absorb losses (subject to limitations) and the rights to receive any returns of the trusts, which could be significant.  Accordingly, we are the primary beneficiary of the trusts and are required to consolidate them, effective March 1, 2010.  The auto loan receivables securitized through the term securitization trusts were consolidated at their unpaid principal balances as of that date, net of an allowance for loan losses, along with the related non-recourse notes payable to the investors.
 
Page 10 of 44
 
 

 
 
See Note 2 for a summary of the combined effects of the adoption of ASU Nos. 2009-16 and 2009-17 and the March 1, 2010, amendment to our existing warehouse facility agreement.
 
AUTO LOAN RECEIVABLES, NET
 
   
As of August 31
   
As of February 28
 
(In millions)
 
2010
   
2009
   
2010
   
2009
 
Warehouse facilities (1)
  $ 718.0     $ 575.0     $ 331.0     $ 1,215.0  
Term securitizations (1)
    3,404.1       3,334.7       3,615.6       2,616.9  
Loans held for investment
          136.9       135.5       145.1  
Loans held for sale
          25.7       30.6       9.7  
Other receivables (2)
    156.7                    
Total ending managed receivables
    4,278.8     $ 4,072.3     $ 4,112.7     $ 3,986.7  
Accrued interest and fees
    23.6                          
Other
    6.8                          
Less allowance for loan losses
    (46.6 )                        
Auto loan receivables, net
  $ 4,262.6                          
 
(1)
Amounts were off-balance sheet prior to March 1, 2010.
(2)
Other receivables includes required excess receivables and receivables not funded through the warehouse facilities.
 
Retained Interest.  Prior to March 1, 2010, all transfers of auto loan receivables were accounted for as sales.  When the receivables were securitized, we recognized a gain on the sale and retained an interest in the receivables that were securitized.  The retained interest included the present value of the expected residual cash flows generated by the securitized receivables, or “interest-only strip receivables,” various reserve accounts, required excess receivables and retained subordinated bonds.  As of August 31, 2010, there was no retained interest, as all transfers of auto loan receivables were accounted for as secured borrowings.
 
As part of the adoption of ASU Nos. 2009-16 and 2009-17, as of March 1, 2010, any retained interest related to term securitizations was either eliminated or reclassified, generally to auto loan receivables, accrued interest receivable or restricted cash.  On March 1, 2010, we also amended our existing warehouse facility agreement.  However, this did not result in the elimination or reclassification of the retained interest related to the receivables that were funded in the warehouse facility as of that date.  In May 2010, we repurchased the remaining portion of those receivables and resecuritized them through our second warehouse facility established in the first quarter of fiscal 2011.  As a result, the retained interest related to these receivables was either eliminated or reclassified.  See Note 9 for additional information on our warehouse facilities.
 
Fiscal 2010 Securitization Information
 
Except as noted, the following disclosures apply to our securitization activities prior to March 1, 2010, when transfers of auto loan receivables were accounted for as sales.
 
The fair value of the retained interest was $552.4 million as of February 28, 2010, and the receivables underlying the retained interest had a weighted average life of 1.5 years as of that date.  The weighted average life in periods (for example, months or years) of prepayable assets was calculated by multiplying the principal collections expected in each future period by the number of periods until that future period, summing those products and dividing the sum by the initial principal balance.
 
Interest-Only Strip Receivables.  Interest-only strip receivables represented the present value of residual cash flows we expected to receive over the life of the securitized receivables.  The value of these receivables was determined by estimating the future cash flows using our assumptions of key factors, such as finance charge income, loss rates, prepayment rates, funding costs and discount rates appropriate for the type of asset and risk.  The value of interest-only strip receivables could have been affected by external factors, such as changes in the behavior patterns of customers, changes in the strength of the economy and developments in the interest rate and credit markets; therefore, actual performance could have differed from these assumptions.  We evaluated the performance of the receivables relative to these assumptions on a regular basis.  Any financial impact resulting from a change in performance was recognized in earnings in the period in which it occurred.  Effective March 1, 2010, interest-only strip receivables are no longer reported on the consolidated balance sheets.
 
 
Page 11 of 44
 
 

 
 
Reserve Accounts.  We are required to fund various reserve accounts established for the benefit of the securitization investors.  In the event that the cash generated by the securitized receivables in a given period was insufficient to pay the interest, principal and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.  In general, each of our term securitizations requires that an amount equal to a specified percentage of the original balance of the securitized receivables be deposited in a reserve account on the closing date.  An amount equal to a specified percentage of funded receivables is also required for our warehouse facilities.  Any excess cash generated by the receivables must be used to fund the reserve account to the extent necessary to maintain the required amount.  If the amount on deposit in the reserve account exceeds the required amount, the excess is released to us.  In the term securitizations, the amount required to be on deposit in the reserve account must equal or exceed a specified floor amount.  The reserve account remains funded until the investors are paid in full, at which time the remaining balance is released to us.  As of February 28, 2010, the amount on deposit in reserve accounts was $47.4 million.  Effective March 1, 2010, the amount on deposit in reserve accounts is reported as restricted cash within other assets on our consolidated balance sheets.
 
Required Excess Receivables.  The total value of the securitized receivables must exceed the principal amount owed to the investors by a specified amount.  The required excess receivables balance represents this specified amount.  Any cash flows generated by the required excess receivables are used, if needed, to make payments to the investors.  Any remaining cash flows from the required excess receivables are released to us.  As of February 28, 2010, the unpaid principal balance related to the required excess receivables was $129.5 million.  Effective March 1, 2010, required excess receivables are included in auto loan receivables on our consolidated balance sheets.
 
Retained Subordinated Bonds.  Between January 2008 and April 2009, we retained some or all of the subordinated bonds associated with our term securitizations.  We received periodic interest payments on certain bonds.  The bonds were carried at fair value and changes in fair value were included in earnings as a component of CAF income.  We based our valuation on observable market prices of the same or similar instruments when available; however, observable market prices were not consistently available for these assets.  Therefore, our valuations were primarily based on an average of three non-binding, market spread quotes from third-party investment banks.  By applying these average spreads to the bond benchmarks, as determined through the use of a widely accepted third-party bond pricing model, we measured a fair value.  As of February 28, 2010, the fair value of retained subordinated bonds was $248.8 million.  Effective March 1, 2010, the retained subordinated bonds are eliminated as a part of the consolidation of the term securitization trusts.
 
Continuing Involvement with Securitized Receivables.  We continue to manage the auto loan receivables that we securitize.  We receive servicing fees of approximately 1% of the outstanding principal balance of the securitized receivables.  We believe that the servicing fees specified in the securitization agreements adequately compensate us for servicing the securitized receivables.  No servicing asset or liability has been recorded.
 
PAST DUE ACCOUNT INFORMATION
 
   
As of August 31
   
As of February 28
 
(In millions)
 
2009
   
2010
   
2009
 
Ending managed receivables
  $ 4,072.3     $ 4,112.7     $ 3,986.7  
Accounts 31+ days past due
  $ 154.4     $ 133.2     $ 118.1  
Past due accounts as a percentage of ending managed receivables
    3.79 %     3.24 %     2.96 %
 
CREDIT LOSS INFORMATION
 
   
Three Months
   
Six Months
 
   
Ended
   
Ended
 
(In millions)
 
August 31, 2009
   
August 31, 2009
 
Net credit losses on managed receivables
  $ 18.7     $ 31.4  
Total average managed receivables, principal only
  $ 4,043.4     $ 4,023.0  
Annualized net credit losses as a percentage of total average managed receivables, principal only
    1.85 %     1.56 %
Average recovery rate
    49.6 %     49.0 %
 
Page 12 of 44
 
 

 
 
SELECTED CASH FLOWS FROM SECURITIZED RECEIVABLES
 
   
Three Months
   
Six Months
 
   
Ended
   
Ended
 
(In millions)
 
August 31, 2009
   
August 31, 2009
 
Proceeds from new securitizations
  $ 429.0     $ 830.0  
Proceeds from collections
  $ 197.3     $ 400.2  
Servicing fees received
  $ 10.4     $ 20.7  
Other cash flows received from the retained interest:
               
Interest-only strip and excess receivables
  $ 30.9     $ 66.9  
Reserve account releases
  $ 9.3     $ 12.3  
Interest on retained subordinated bonds
  $ 2.4     $ 4.8  
 
Proceeds from New Securitizations.  Proceeds from new securitizations included proceeds from receivables that were newly securitized in or refinanced through the warehouse facility during the indicated period.  Balances previously outstanding in term securitizations that were refinanced through the warehouse facility totaled $39.4 million in the second quarter and first half of fiscal 2010.  Proceeds received when we refinance receivables from the warehouse facility are excluded from this table as they are not considered new securitizations.
 
Proceeds from Collections.  Proceeds from collections represented principal amounts collected on receivables securitized through the warehouse facility that were used to fund new originations.
 
Servicing Fees Received.  Servicing fees received represented cash fees paid to us to service the securitized receivables.
 
Other Cash Flows Received from the Retained Interest.  Other cash flows received from the retained interest represented cash that we received from the securitized receivables other than servicing fees.  It included cash collected on interest-only strip and excess receivables, amounts released to us from reserve accounts and interest on retained subordinated bonds.
 
Financial Covenants and Performance Triggers.  The securitization agreements related to the warehouse facilities include various financial covenants and performance triggers.  The financial covenants include a maximum total liabilities to tangible net worth ratio and a minimum fixed charge coverage ratio.  Performance triggers require that the pools of securitized receivables in the warehouse facilities achieve specified thresholds related to loss and delinquency rates.  If these financial covenants and/or thresholds are not met, we could be unable to continue to securitize receivables through the warehouse facilities.  In addition, the warehouse facility investors would charge us a higher rate of interest and could have us replaced as servicer.  Further, we could be required to deposit collections on the securitized receivables with the warehouse facility agents on a daily basis and deliver executed lockbox agreements to the warehouse facility agents.  As of August 31, 2010, we were in compliance with the financial covenants and the securitized receivables were in compliance with the performance triggers.
 
5.  
Derivative Instruments and Hedging Activities
 
Risk Management Objective of Using Derivatives.  We are exposed to certain risks arising from both our business operations and economic conditions, particularly with regard to future issuances of fixed-rate debt and existing and future issuances of floating-rate debt.  Primary exposures include LIBOR and other rates used as benchmarks in our term securitizations.  We enter into derivative instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  Our derivative instruments are used to manage differences in the amount of our known or expected cash receipts and our known or expected cash payments principally related to the funding of our auto loan receivables.
 
We do not anticipate significant market risk from derivatives as they are predominantly used to match funding costs to the use of the funding.  However, disruptions in the credit markets could impact the effectiveness of our hedging strategies.  Credit risk is the exposure to nonperformance of another party to an agreement.  We mitigate credit risk by dealing with highly rated bank counterparties.
 
Cash Flow Hedges of Interest Rate Risk.  Our objectives in using interest rate derivatives are to add stability to interest expense, to manage our exposure to interest rate movements and to better match funding costs to the interest received on the fixed-rate receivables being securitized.  To accomplish these objectives, we primarily use interest rate swaps.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life
 
Page 13 of 44
 
 

 
 
of the agreements without exchange of the underlying notional amount.  These interest rate swaps are designated as cash flow hedges of forecasted interest payments in anticipation of permanent funding in the term securitization market.  Prior to March 1, 2010, no derivative instruments were designated as cash flow hedges.
 
For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value is initially recorded in accumulated other comprehensive loss (“AOCL”) and is subsequently reclassified into CAF income in the period that the hedged forecasted transaction affects earnings.  The ineffective portion of the change in fair value of the derivatives is recognized directly in CAF income.
 
Amounts reported in AOCL related to derivatives will be reclassified to CAF income as interest expense is incurred on our future issuances of fixed-rate debt.  During the next twelve months, we estimate that an additional $5.5 million will be reclassified as a decrease to CAF income.
 
During the six months ending August 31, 2010, we entered into the following interest rate derivatives that were designated as cash flow hedges of interest rate risk:
 
Six Months Ended August 31, 2010
 
Product
 
Number of Instruments
 
Initial Term
 
Initial Notional
Amount
(in thousands)
 
Interest rate swaps
  8  
46 months
  $ 964,000  
 
As of August 31, 2010, we had the following outstanding derivatives that were designated as cash flow hedges:
 
As of August 31, 2010
 
Product
 
Number of Instruments
 
Initial Term
 
Current Notional
Amount
(in thousands)
 
Interest rate swaps
  4  
46 months
  $ 625,000  
 
Non-designated Hedges.  Derivative instruments not designated as accounting hedges, including interest rate swaps and interest rate caps, are not speculative and are used to better match funding costs to the interest on fixed-rate receivables being securitized, to minimize the funding costs related to certain term securitization trusts and to limit risk for investors in the warehouse facilities.  Changes in the fair value of derivatives not designated as accounting hedges are recorded directly in CAF income.  Prior to March 1, 2010, substantially all of the changes in the fair value of derivatives were offset by the changes in fair value of our retained interest in the related securitized receivables, which were also recorded in CAF income.  See Note 4 for additional information on retained interest.
 
The term securitization trusts have entered into derivative instruments, such as interest rate swaps, to mitigate their interest rate risk on a related financial instrument or to lock the interest rate on a portion of its asset-backed variable debt.  Effective March 1, 2010, the derivative instruments of the term securitization trusts were consolidated on our consolidated balance sheets as part of the adoption of ASU Nos. 2009-16 and 2009-17.
 
During the six months ending August 31, 2010, we entered into the following interest rate derivatives that were not designated as accounting hedges:
 
Six Months Ended August 31, 2010
 
Product
 
Number of Instruments
 
Initial Term
 
Initial Notional
Amount
(in thousands)
 
Interest rate caps (1)
  4  
47 to 53 months
  $  
 
(1)
Includes two asset derivatives and two liability derivatives with offsetting initial notional amounts of $31.6 million.
 
Page 14 of 44
 
 

 
 
As of August 31, 2010, we had the following outstanding derivatives that were not designated as accounting hedges:
 
As of August 31, 2010
 
Product
 
Number of Instruments
 
Initial Term
 
Current Notional
Amount
(in thousands)
 
Interest rate swaps
  16  
12 to 36 months
  $ 292,200  
Interest rate caps (1)
  10     36 to 53 months   $  
 
(1)
Includes five asset derivatives and five liability derivatives with offsetting notional amounts of $1.03 billion.
 
Fair Values of Derivative Instruments on the Consolidated Balance Sheets.  The tables below present the fair value of our derivative instruments as well as their classification on the consolidated balance sheets.  Additional information on fair value measurements is included in Note 6.
 
DERIVATIVES DESIGNATED AS ACCOUNTING HEDGES
 
     
As of August 31
   
As of February 28
 
(In thousands)
Location
 
2010
   
2009
   
2010
   
2009
 
Liability derivatives:
                         
Interest rate swaps
Accounts payable
  $ (5,278 )   $     $     $  
Total
  $ (5,278 )   $     $     $  
 
DERIVATIVES NOT DESIGNATED AS ACCOUNTING HEDGES
 
     
As of August 31
   
As of February 28
 
(In thousands)
Location
 
2010
   
2009
   
2010
   
2009
 
Asset derivatives:
                         
Interest rate swaps
Retained interest in securitized receivables
  $     $ 138     $     $ 33  
Interest rate swaps
Other current assets
    1,410             1,279        
Interest rate swaps
Accounts payable
          42             52  
Interest rate caps
Other current assets
    466       3,729       1,999        
Liability derivatives:
                                 
Interest rate swaps
Accounts payable
    (9,708 )     (7,657 )     (7,171 )     (30,590 )
Interest rate caps
Other current assets
    (452 )     (3,729 )     (1,982 )      
Total
  $ (8,284 )   $ (7,477 )   $ (5,875 )   $ (30,505 )
 
Effect of Derivative Instruments on the Consolidated Statements of Earnings.  The tables below present the effect of the company’s derivative instruments on the consolidated statements of earnings for the three-month and six-month periods ended August 31, 2010 and 2009.
 
DERIVATIVES DESIGNATED AS ACCOUNTING HEDGES
 
   
Three Months Ended August 31
 
   
Loss Recognized in AOCL (1)
   
Loss Reclassified from
AOCL into CAF Income (1)
   
Loss Recognized
in CAF Income (2)
 
 
(In thousands)
    2010       2009       2010       2009       2010       2009  
Interest rate swaps
  $ 7,074     $     $ 299     $     $ 4     $  
 
   
Six Months Ended August 31
 
   
Loss Recognized in AOCL (1)
   
Loss Reclassified from
AOCL into CAF Income (1)
   
Loss Recognized
in CAF Income (2)
 
 
(In thousands)
    2010       2009       2010       2009       2010       2009  
Interest rate swaps
  $ 8,488     $     $ 299     $     $ 4     $  
 
(1)
Represents the effective portion.
(2)
Represents the ineffective portion and amount excluded from effectiveness testing.
 
Page 15 of 44
 
 

 
 
DERIVATIVES NOT DESIGNATED AS ACCOUNTING HEDGES
 
       
Three Months Ended
   
Six Months Ended
 
       
August 31
   
August 31
 
(In thousands)
 
Location
 
2010
   
2009
   
2010
   
2009
 
Gain (loss) on interest rate swaps (1)
 
CAF Income
  $ (851 )   $ (1,656 )   $ 1,320     $ (4,793 )
Net periodic settlements and accrued interest
 
CAF Income
    (2,138 )     (5,373 )     (5,462 )     (12,224 )
Total
      $ (2,989 )   $ (7,029 )   $ (4,142 )   $ (17,017 )
 
(1)
Prior to March 1, 2010, substantially all of the changes in the fair value of derivatives were offset by changes in fair value of our retained interest in the related securitized receivables, which were also recorded in CAF Income.
 
6.  
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 either cash and cash equivalents or other assets, and consist of highly liquid investments with original maturities of three months or less.  We use quoted market prices for identical assets to measure fair value.  Therefore, all money market securities are classified as Level 1.
 
Retained interest in securitized receivables.  Prior to March 1, 2010, the retained interest in securitized receivables included interest-only strip receivables, various reserve accounts, required excess receivables and retained subordinated bonds.  Excluding the retained subordinated bonds, we estimated the fair value of the retained interest using internal valuation models.  These models included a combination of market inputs and our own assumptions.  As the valuation models included significant unobservable inputs, we classified the retained interest as Level 3.
 
For the retained subordinated bonds, we based our valuation on observable market prices for similar assets when available.  Otherwise, our valuations were based on input from independent third parties and internal valuation models.  As the key assumption used in the valuation was based on unobservable inputs, we classified the retained subordinated bonds as Level 3.  As described in Note 4, there was no retained interest as of August 31, 2010.
 
Page 16 of 44
 
 

 
 
Derivative instruments.  The fair values of our derivative instruments are included in either other current assets or accounts payable.  As described in Note 5, as part of our risk management strategy, we utilize derivative instruments to manage differences in the amount of our known or expected cash receipts and our known or expected cash payments principally related to the funding of our auto loan receivables.  Interest rate swaps are used to manage our exposure to interest rate movements, to better match funding costs to the interest on the fixed-rate receivables being securitized and to minimize the funding costs related to certain term securitization trusts.  Interest rate caps are used to limit risk for investors in the warehouse facilities.  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.  We validate certain quotes using our own internal models.  Quotes from third-party valuation services, quotes received from bank counterparties and our internal models 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.  Because model inputs can typically be observed in the liquid market and the models do not require significant judgment, these 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.
 
ITEMS MEASURED AT FAIR VALUE ON A RECURRING BASIS
 
   
As of August 31, 2010
 
(In millions)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Money market securities
  $ 77.5     $     $     $ 77.5  
Derivative instruments
          1.4             1.4  
Total assets at fair value
  $ 77.5     $ 1.4     $     $ 78.9  
                                 
Percent of total assets at fair value
    98.2 %     1.8 %     %     100.0 %
Percent of total assets
    1.2 %     0.0 %     %     1.2 %
                                 
Liabilities:
                               
Derivative instruments
  $     $ 15.0     $     $ 15.0  
Total liabilities at fair value
  $     $ 15.0     $     $ 15.0  
                                 
Percent of total liabilities
    %     0.3 %     %     0.3 %
 
   
As of February 28, 2010
 
(In millions)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Money market securities
  $ 31.2     $     $     $ 31.2  
Retained interest in securitized receivables
                552.4       552.4  
Derivative instruments
          1.3             1.3  
Total assets at fair value
  $ 31.2     $ 1.3     $ 552.4     $ 584.9  
                                 
Percent of total assets at fair value
    5.3 %     0.3 %     94.4 %     100.0 %
Percent of total assets
    1.2 %     0.1 %     21.6 %     22.9 %
                                 
Liabilities:
                               
Derivative instruments
  $     $ 7.2     $     $ 7.2  
Total liabilities at fair value
  $     $ 7.2     $     $ 7.2  
                                 
Percent of total liabilities
    %     1.2 %     %     1.2 %

 
 
Page 17 of 44
 
 

 
 
CHANGES IN FAIR VALUE OF RETAINED INTEREST IN SECURITIZED RECEIVABLES (LEVEL 3)
 
   
Six Months Ended August 31
 
(In millions)
 
2010
   
2009
 
Balance at beginning of period
  $ 552.4     $ 348.3  
Impact of accounting changes (1)
    (508.6 )      
Balance as of March 1
    43.7       348.3  
Total realized/unrealized gains (2)
    0.4       43.9  
Purchases, sales, issuances and settlements, net
    (44.2 )     93.9  
Balance at end of period
  $     $ 486.1  
Change in unrealized gains on assets still held (2)
  $     $ 40.3  

(1)
Additional information on the impact of the accounting changes is included in Note 2.
(2)
Reported in CarMax Auto Finance income on the consolidated statements of earnings.
 
7.  
Income Taxes
 
We had $22.9 million of gross unrecognized tax benefits as of August 31, 2010, and $22.0 million as of February 28, 2010.  During the six months ended August 31, 2010, there were no significant changes to the unrecognized tax benefits as reported for the year ended February 28, 2010, as all activity was related to positions taken on tax returns filed or intended to be filed in the current fiscal year.  We recently settled an appeal with the Internal Revenue Service of fiscal years 2005 through 2007, and we expect to pay approximately $2.5 million in U.S. federal and state liabilities in the next 12 months as a result of the settlement.
 
8.  
Retirement Plans
 
Effective December 31, 2008, we froze both our noncontributory defined benefit pension plan (the “pension plan”) and our unfunded nonqualified plan (the “restoration plan”).  No additional benefits have accrued under these plans since that date.  The pension plan covers the majority of full-time associates.  The restoration plan restores retirement benefits for certain associates who are affected by Internal Revenue Code limitations on benefits provided under the pension plan.  We use a fiscal year end measurement date for both the pension plan and the restoration plan.
 
COMPONENTS OF NET PENSION EXPENSE
 
   
Three Months Ended August 31
 
   
Pension Plan
   
Restoration Plan
   
Total
 
(In thousands)
 
2010
   
2009
   
2010
   
2009
   
2010
   
2009
 
Interest cost
  $ 1,637     $ 1,424     $ 131     $ 151     $ 1,768     $ 1,575  
Expected return on plan assets
    (1,648 )     (1,864 )                 (1,648 )     (1,864 )
Recognized actuarial loss
    68                         68        
Net pension expense (income)
  $ 57     $ (440 )   $ 131     $ 151     $ 188     $ (289 )
                                                 
   
Six Months Ended August 31
 
   
Pension Plan
   
Restoration Plan
   
Total
 
(In thousands)
    2010       2009       2010       2009       2010       2009  
Interest cost
  $ 3,275     $ 2,856     $ 262     $ 302     $ 3,537     $ 3,158  
Expected return on plan assets
    (3,296 )     (3,244 )                 (3,296 )     (3,244 )
Recognized actuarial loss
    137                         137        
Net pension expense (income)
  $ 116     $ (388 )   $ 262     $ 302     $ 378     $ (86 )
 
We did not make any contributions to the pension plan during the first six months of fiscal 2011 and do not anticipate making any contributions during the remainder of fiscal 2011.  The expected long-term rate of return on plan assets for the pension plan was 7.75% as of February 28, 2010.
 
Page 18 of 44
 
 

 
 
9.  
Debt
 
Long-Term Debt.  Our $700 million revolving credit facility (the “credit facility”) expires in December 2011 and is secured by vehicle inventory.  Borrowings under this credit facility are limited to 80% of qualifying inventory, and they are available for working capital and general corporate purposes.  As of August 31, 2010, $0.6 million of short-term debt was outstanding under the credit facility and the remaining borrowing limit was fully available to us.
 
Obligations under capital leases as of August 31, 2010, consisted of $0.7 million classified as current portion of long-term debt and $28.7 million classified as long-term debt.
 
Non-Recourse Notes Payable.  As of March 1, 2010, and as discussed in Notes 2 and 4, we adopted ASU Nos. 2009-16 and 2009-17 and amended our warehouse facility agreement in effect as of that date.  As a result, we consolidated the auto loan receivables previously securitized through that warehouse facility and term securitizations, along with the related non-recourse notes payable, and they are now accounted for as secured borrowings.  The timing of principal payments on the non-recourse notes payable are based on principal collections, net of losses, on the securitized auto loan receivables.  The non-recourse notes payable accrue interest predominantly at fixed rates and mature between November 2010 and December 2016, but may mature earlier or later, depending upon the repayment rate of the underlying auto loan receivables.  As of August 31, 2010, $4.0 billion of non-recourse notes payable were outstanding.  The outstanding balance included $140.0 million classified as current portion of non-recourse notes payable, as this represents principal payments that have been collected, but will be distributed in the following period.
 
As of August 31, 2010, the combined warehouse facility limit was $1.6 billion.  At that date, $718.0 million of auto loan receivables were funded in the warehouse facilities and unused warehouse capacity totaled $882.0 million.  During the first quarter of fiscal 2011, we entered into a second warehouse facility agreement in order to stagger the warehouse facility renewal dates, reduce risk and provide greater flexibility.  During the second quarter of fiscal 2011, we renewed our $800 million warehouse facility that was scheduled to expire in August 2010 for an additional 364-day term, and we increased the capacity of our second warehouse facility by $400 million.  As of August 31, 2010, $800 million of the warehouse facility limit will expire in February 2011 and $800 million will expire in August 2011.  The return requirements of investors in the bank conduits 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 4 for further information on the related securitized auto loan receivables.
 
10.  
Share-Based Compensation
 
We maintain long-term incentive plans for management, key employees and the nonemployee members of our board of directors.  The plans allow for the grant of equity-based compensation awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, stock- and cash-settled restricted stock units, stock grants or a combination of awards.  To date, we have not awarded any incentive stock options.
 
Prior to fiscal 2007, the majority of associates who received share-based compensation awards primarily received nonqualified stock options.  From fiscal 2007 through fiscal 2009, these associates primarily received restricted stock instead of stock options, and beginning in fiscal 2010, these associates primarily received cash-settled restricted stock units instead of restricted stock awards.  Senior management and other key associates continue to receive awards of nonqualified stock options and, starting in fiscal 2010, stock-settled restricted stock units.  Nonemployee directors continue to receive awards of nonqualified stock options and stock grants.
 
Nonqualified Stock Options.  Nonqualified stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price.  Stock options are granted at an exercise price equal to the fair market value of our common stock on the grant date.  Substantially all of the stock options vest annually in equal amounts over periods of three to four years.  These options are subject to forfeiture and expire no later than ten years after the date of the grant.
 
Restricted Stock.  Restricted stock awards are awards of our common stock that are subject to specified restrictions and a risk of forfeiture.  The restrictions typically lapse three years from the grant date.  Participants holding restricted stock are entitled to vote on matters submitted to holders of our common stock for a vote.
 
Stock-Settled Restricted Stock Units.  Also referred to as market stock units, or MSUs, these are awards to eligible key associates that are converted into between zero and two shares of common stock for each unit granted at the end of a three-year vesting period.  The conversion ratio is calculated by dividing the average closing price of our stock during the final forty trading days of the three-year vesting period by our stock price on the grant date, with the resulting quotient capped at two.  This quotient is then multiplied by the number of MSUs granted to yield the number of shares awarded.  MSUs are subject to forfeiture and do not have voting rights.
 
Page 19 of 44
 
 

 
 
Cash-Settled Restricted Stock Units.  Also referred to as restricted stock units, or RSUs, these are awards that entitle the holder to a cash payment equal to the fair market value of a share of our common stock for each unit granted at the end of a three-year vesting period.  However, the cash payment per RSU will not be greater than 200% or less than 75% of the fair market value of a share of our common stock on the grant date.  RSUs are liability awards that are subject to forfeiture and do not have voting rights.
 
COMPOSITION OF SHARE-BASED COMPENSATION EXPENSE
 
   
Three Months Ended
   
Six Months Ended
 
   
August 31
   
August 31
 
(In thousands)
 
2010
   
2009
   
2010
   
2009
 
Cost of sales
  $ 387     $ 517     $ 604     $ 924  
CarMax Auto Finance income
    388       348       662       631  
Selling, general and administrative expenses
    7,983       9,568       21,238       21,623  
Share-based compensation expense, before income taxes
  $ 8,758     $  10,433     $ 22,504     $ 23,178  
 
COMPOSITION OF SHARE-BASED COMPENSATION EXPENSE – BY GRANT TYPE
 
   
Three Months Ended
   
Six Months Ended
 
   
August 31
   
August 31
 
(In thousands)
 
2010
   
2009
   
2010
   
2009
 
Nonqualified stock options
  $ 3,789     $ 4,294     $ 10,160     $ 11,246  
Restricted stock
    1,415       3,000       3,091       6,558  
Stock-settled restricted stock units
    1,221       570       3,419       1,658  
Cash-settled restricted stock units
    1,596       1,747       4,812       2,643  
Stock grants to non-employee directors
    475       550       475       550  
Employee stock purchase plan
    262       272       547       523  
Share-based compensation expense, before income taxes
  $ 8,758     $ 10,433     $ 22,504     $ 23,178  
 
We recognize compensation expense for stock options, restricted stock and MSUs on a straight-line basis (net of estimated forfeitures) over the requisite service period, which is generally the vesting period of the award.  The variable expense associated with RSUs is recognized over their vesting period (net of expected forfeitures) and is calculated based on the volume-weighted average price of our common stock on the last trading day of each reporting period.  The total costs for matching contributions for our employee stock purchase plan are included in share-based compensation expense.  There were no capitalized share-based compensation costs as of August 31, 2010 or 2009.
 
STOCK OPTION ACTIVITY
 
(Shares and intrinsic value in thousands)
 
Number of Shares
   
Weighted Average Exercise Price
 
Weighted Average
Remaining Contractual
Life (Years)
 
Aggregate
Intrinsic
Value
Outstanding as of March 1, 2010
    13,741     $ 15.58        
Options granted
    1,879     $ 25.24        
Options exercised
    (1,029 )   $ 13.17        
Options forfeited or expired
    (60 )   $ 14.29        
Outstanding as of August 31, 2010
    14,531     $ 17.01  
 4.5
 
 $60,937
Exercisable as of August 31, 2010
    8,989     $ 15.92  
 3.8
 
 $42,505
 
For the six months ended August 31, 2010 and 2009, we granted nonqualified options to purchase 1,879,111 and 2,948,150 shares of common stock, respectively.  The total cash received as a result of stock option exercises was $13.6 million in the first six months of fiscal 2011 and $7.7 million in the first six months of fiscal 2010.  We settle stock option
 
 
 
Page 20 of 44
 
 

 
 
 
exercises with authorized but unissued shares of our common stock.  The total intrinsic value of options exercised was $11.9 million for the first six months of fiscal 2011 and $4.8 million for the first six months of fiscal 2010.  We realized related tax benefits of $4.7 million in the first six months of fiscal 2011 and $1.9 million in the first six months of fiscal 2010.
 
OUTSTANDING STOCK OPTIONS
 
As of August 31, 2010
 
     
Options Outstanding
   
Options Exercisable
 
     
Number of
Shares
   
Weighted Average
Remaining
Contractual Life
(Years)
   
Weighted
Average
Exercise
Price
   
Number of
Shares
   
Weighted
Average
Exercise
Price
 
   
(Shares in thousands)
 
Range of Exercise Prices
 
                                 
$ 7.14 to $10.75       793       2.5     $ 7.36       793     $ 7.36  
$ 11.43       2,696       5.6     $ 11.43       594     $ 11.43  
$ 13.19       1,863       4.8     $ 13.19       1,863     $ 13.19  
$ 14.13 to $14.81       1,918       3.7     $ 14.63       1,873     $ 14.64  
$ 14.86 to $19.36       1,788       2.9     $ 17.07       1,702     $ 17.04  
$ 19.82       1,932       4.6     $ 19.82       904     $ 19.82  
$ 19.98 to $24.99       1,598       3.7     $ 24.81       1,159     $ 24.97  
$ 25.39 to $25.79       1,943       6.4     $ 25.41       101     $ 25.72  
Total