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CARMAX 2009 | 1
CARMAX, INC. ANNUAL REPORT
FISCAL YEAR 2009

Table of contents

  • Page 1
    CARMAX, INC. ANNUAL REPORT FISCAL YEAR 2009 CARMAX 2009 | 1

  • Page 2
    ... BENEFITS: LOW, NO-HAGGLE PRICES; A BROAD SELECTION; HIGH QUALITY VEHICLES; AND A CUSTOMER-FRIENDLY SALES PROCESS. Information on each of the thousands of vehicles in our nationwide inventory is available on carmax.com, and consumers may transfer virtually any used vehicle to their local superstore...

  • Page 3
    At the end of fiscal 2009, we had 100 used car superstores located in 46 markets across the U.S. Our selection, quality and customer service advantages allow us to sell more than seven times the number of used cars per store compared with the average franchised dealer.

  • Page 4
    ...Springs CONNECTICUT Las Vegas (2) NEW MEXICO Austin (2) Dallas/ Fort Worth (4) Houston (4) San Antonio (2) UTAH Hartford/ New Haven (2) FLORIDA Albuquerque NORTH CAROLINA Salt Lake City VIRGINIA Jacksonville Miami (5) Orlando (2) Tampa (2) GEORGIA Charlotte (4) Greensboro (2) Raleigh (2) OHIO...

  • Page 5
    ... the lower unit sales as well as a significant decline in earnings contribution from our finance operation, CarMax Auto Finance (CAF). However, our data indicates that we did gain share for the year in the late-model used car market, reï¬,ecting the strength of our consumer offer even in such...

  • Page 6
    ... improve vehicle values for customers, which in turn can drive more sales. In closing, let me once again thank all of our associates for their hard work and dedication, our customers for their loyalty and our shareholders for their confidence in our business model. I am convinced that our long-term...

  • Page 7
    ..., RICHMOND, VIRGINIA (Address of principal executive offices) 23238 (Zip Code) Registrant's telephone number, including area code: (804) 747-0422 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value...

  • Page 8
    ...). Yes No ⌧ The aggregate market value of the registrant' s common stock held by non-affiliates as of August 31, 2008, computed by reference to the closing price of the registrant' s common stock on the New York Stock Exchange on that date, was $3.3 billion. On March 31, 2009, there were 220,391...

  • Page 9
    ..., Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...Certain Relationships and Related Transactions and Director Independence ...Principal Accountant Fees and Services...PART IV...

  • Page 10
    ... 100 used car superstores in 46 metropolitan markets. In addition, we sold 194,081 wholesale vehicles in fiscal 2009 through on-site auctions. 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...

  • Page 11
    ... to provide a high degree of customer satisfaction with the car-buying experience; our competitively low prices; our breadth of selection of the most popular makes and models available both on site and via our website, carmax.com; the quality of our vehicles; our proprietary information systems; and...

  • Page 12
    ... such as detailed vehicle reviews, payment calculators and email alerts when new inventory arrives. Virtually any used vehicle in our nationwide inventory can be transferred at customer request to their local superstore. Customers can contact sales consultants online via carmax.com, by telephone...

  • Page 13
    ... In addition to selling new vehicles using our low, no-haggle price strategy, the franchise and dealer agreements generally allow us to perform warranty work on these vehicles and sell related parts and services within a specified market area. Designation of specified market areas generally does not...

  • Page 14
    ... information sticker; on carmax.com, AutoTrader.com and cars.com; and, where applicable, in our newspaper advertising. We extend our no-haggle philosophy to every component of the vehicle transaction, including vehicle appraisal offers, financing rates, accessories, extended service plan pricing and...

  • Page 15
    .... Test-drive information is captured on every vehicle using radio frequency identification devices, linking the specific vehicle and the sales consultant. We also capture data on vehicles we wholesale, which helps us track market pricing. An online finance application process and computer-assisted...

  • Page 16
    ... our website, carmax.com, as soon as reasonably practicable after filing or furnishing the material to the Securities and Exchange Commission ("SEC"). The contents of our website are not, however, part of this report. In addition, our Corporate Governance Guidelines and Code of Business Conduct...

  • Page 17
    ... is a highly competitive business. Our competition includes publicly and privately owned new and used car dealers, as well as millions of private individuals. Competitors sell the same or similar makes of vehicles that we offer in the same or similar markets at competitive prices. Further, new...

  • Page 18
    ... these or other new accounting requirements or changes to U.S. generally accepted accounting principles could adversely affect our reported results of operations and financial condition. Confidential Customer Information. In the normal course of business, we collect, process and retain sensitive and...

  • Page 19
    ... and other conditions prevailing in geographic areas where we operate. Since a large number of our superstores are located in the Southeastern U.S. and in the Chicago, Los Angeles and Washington, D.C./Baltimore markets, our results of operations depend substantially on general economic conditions...

  • Page 20
    ... 28, 2009 Alabama...Arizona ...California...Colorado ...Connecticut...Florida...Georgia ...Illinois...Indiana ...Kansas...Kentucky...Maryland...Mississippi...Missouri...Nebraska ...Nevada...New Mexico ...North Carolina ...Ohio ...Oklahoma ...South Carolina ...Tennessee ...Texas ...Utah ...Virginia...

  • Page 21
    ...We have built a strong foundation for future growth based upon our unique knowledge of the used car market, established presence in key locations and ability to execute our business plan in a market subject to continuous change. We continue to refine our operating strategies and have grown to be the...

  • Page 22
    ... Equity Securities. Our common stock is listed and traded on the New York Stock Exchange under the ticker symbol KMX. As of February 28, 2009, there were approximately 7,000 CarMax shareholders of record. The following table sets forth for the fiscal periods indicated, the high and low sales prices...

  • Page 23
    COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN 180 160 140 120 DOLLARS 100 80 60 40 20 0 2004 2005 2006 2007 2008 2009 CarMax S&P 500 Index S&P 500 Retailing Index CarMax ...S&P 500 Index ...S&P 500 Retailing Index ... 2004 $100.00 $100.00 $100.00 2005 $ 97.06 $106.98 $110.07 As of February...

  • Page 24
    ... 109.6 Used vehicle sales ...New vehicle sales ...Wholesale vehicle sales...Other sales and revenues...Net sales and operating revenues...Gross profit ...CarMax Auto Finance income...SG&A ...Earnings before income taxes...Income tax provision...Net earnings...Share and per share information (Shares...

  • Page 25
    ...no-haggle prices; a broad selection; high quality vehicles; and a customer-friendly sales process. Our website, carmax.com, is a valuable tool for communicating the CarMax consumer offer, a sophisticated search engine and an efficient channel for customers who prefer to conduct their shopping online...

  • Page 26
    ... store used unit sales partially offset by the growth in our store base. The average used vehicle selling price declined 6%, primarily as a result of a decline in acquisition costs caused by the weak wholesale vehicle market. We opened 11 used car superstores in fiscal 2009, increasing our store...

  • Page 27
    ...be affected if future vehicle returns differ from historical averages. We also sell ESPs on behalf of unrelated third parties to customers who purchase a vehicle. Because we are not the primary obligor under these service plans, we recognize commission revenue on the ESPs at the time of sale, net of...

  • Page 28
    ... rate, the rate of compensation increases, the future return on plan assets and the mortality rate. In determining the discount rate, we use the current yield on high-quality, fixed-income debt instruments that have maturities that approximate the expected timing of the anticipated benefit payments...

  • Page 29
    ... offset by sales from newer superstores not yet in the comparable store base. The decrease in the average retail selling price was primarily caused by a significant industry-wide drop in used car prices during the first three quarters of the year, which reduced our inventory acquisition costs. Early...

  • Page 30
    ... vehicles that do not meet our standards are sold through on-site wholesale auctions. Our wholesale auction prices usually reflect the trends in the general wholesale market for the types of vehicles we sell, although they could also be affected by changes in vehicle mix or the average age, mileage...

  • Page 31
    ... total of five car-buying centers at which we conduct appraisals and purchase, but do not sell, vehicles. We will continue to evaluate the performance of these five centers before deciding whether to open additional ones in future years. These test sites are part of our long-term program to increase...

  • Page 32
    ... in both appraisal traffic and buy rate, which required us to source a larger percentage of our used vehicles at auction. Vehicles purchased at auction typically generate less gross profit per unit compared with vehicles purchased directly from consumers. Additionally, wholesale industry prices for...

  • Page 33
    ... CarMax. Wholesale Vehicle Gross Profit Our wholesale vehicle gross profit per unit has steadily increased over the last several years, reflecting the benefits realized from improvements and refinements in our car-buying strategies, appraisal delivery processes and in-store auction processes...

  • Page 34
    ...These lower wholesale values reduced our vehicle acquisition costs and contributed to the decline in our used and wholesale vehicle average selling price. CarMax Auto Finance Income CAF provides financing for a portion of our used and new car retail sales. Because the purchase of a vehicle is often...

  • Page 35
    ..., as applicable. Our term securitizations typically contain an option to repurchase the securitized receivables when the outstanding balance in the pool of auto loan receivables falls below 10% of the original pool balance. This option was exercised two times in each of fiscal 2009, 2008...

  • Page 36
    ... prior year, the effects of using higher loss and discount rate assumptions and higher credit enhancement levels for fiscal 2009 originations were offset by the benefit of a significant drop in our funding cost benchmark rate. The increases in servicing fee income and direct CAF expenses in fiscal...

  • Page 37
    ... wholesale market pricing environment. Selling, General and Administrative Expenses SG&A expenses primarily include rent and occupancy costs; payroll expenses, other than payroll related to reconditioning and vehicle repair service, which is included in cost of sales; fringe benefits; advertising...

  • Page 38
    ... of auto loan receivables, which was eligible for investors to utilize the TALF program. Absent further substantial deterioration in sales and earnings, and given the assumptions set forth above, we believe we will remain in compliance with our financial covenants in fiscal 2010. RECENT ACCOUNTING...

  • Page 39
    .... During fiscal 2009, we completed sale-leaseback transactions for our two used car superstores in Austin, Texas valued at $31.3 million. As of February 28, 2009, we owned our home office in Richmond, Virginia, 41 used car superstores currently in operation and the three superstores that have been...

  • Page 40
    ... in this input could have a material impact on our financial condition or results of operations. During fiscal 2009 changes were made to certain key assumptions used in measuring the fair value of the retained interest. See the CarMax Auto Finance Income section of MD&A for a discussion of the...

  • Page 41
    ... tax benefits related to uncertain tax positions. The timing of payments associated with $19.3 million of these tax benefits could not be estimated as of February 28, 2009. See Note 8. Off-Balance Sheet Arrangements CAF provides financing for a portion of our used and new car retail sales. We use...

  • Page 42
    ... by dealing with highly rated bank counterparties. The market and credit risks associated with financial derivatives are similar to those relating to other types of financial instruments. Notes 5 and 6 provide additional information on financial derivatives. COMPOSITION OF AUTO LOAN RECEIVABLES (In...

  • Page 43
    ... 28, 2009. KPMG LLP, the company's independent registered public accounting firm, has issued a report on our internal control over financial reporting. Their report is included herein. THOMAS J. FOLLIARD PRESIDENT AND CHIEF EXECUTIVE OFFICER KEITH D. BROWNING EXECUTIVE VICE PRESIDENT AND CHIEF...

  • Page 44
    ... is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company' s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight...

  • Page 45
    ...issued by COSO. As discussed in note 8 to the consolidated financial statements, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, effective March 1, 2007. Richmond, Virginia April 23, 2009 39

  • Page 46
    ... per share data) SALES AND OPERATING REVENUES: Used vehicle sales ...New vehicle sales...Wholesale vehicle sales ...Other sales and revenues...NET SALES AND OPERATING REVENUES ... Cost of sales...GROSS PROFIT ...CARMAX AUTO FINANCE INCOME ... Selling, general and administrative expenses ...Gain on...

  • Page 47
    ...Accounts receivable, net...Auto loan receivables held for sale...Retained interest in securitized receivables ...Inventory ...Prepaid expenses and other current assets ...TOTAL CURRENT ASSETS ...Property and equipment, net...Deferred income taxes... Common stock, $0.50 par value; 350,000,000 shares authorized...

  • Page 48
    ...-based compensation expense...Loss on disposition of assets ...Deferred income tax benefit ...Impairment of long-lived assets ...Net (increase) decrease in: Accounts receivable, net ...Auto loan receivables held for sale, net ...Retained interest in securitized receivables ...Inventory...Prepaid...

  • Page 49
    ... No. 158, net of taxes of $11,858...Share-based compensation expense for stock options and restricted stock...Exercise of common stock options...Shares issued under stock incentive plans...Shares cancelled upon reacquisition ...Tax benefit from the exercise of common stock options...BALANCE AS OF...

  • Page 50
    ...; the sale of extended service plans 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...

  • Page 51
    ... when the earnings process is complete, generally either at the time of sale to a customer or upon delivery to a customer. As part of our customer service strategy, we guarantee the retail vehicles we sell with a 5-day, money-back guarantee. If a customer returns the vehicle purchased within the...

  • Page 52
    ... directors' plan. Key assumptions used in estimating the fair value of options are dividend yield, expected volatility, risk-free interest rate and expected term. The fair value of restricted stock is valued at the weighted average market value on the date of the grant. The share-based compensation...

  • Page 53
    ... to avoid making arbitrary decisions regarding the indirect benefit 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...

  • Page 54
    ...in turn remits payments to the investors, and accounting for and reporting information to investors. ENDING MANAGED RECEIVABLES (In millions) Warehouse facility ...Term securitizations...Loans held for investment...Loans held for sale...Total ending managed receivables... 2009 $ 1,215.0 2,616.9 145...

  • Page 55
    ... the life of the securitized receivables. The value of these receivables is 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...

  • Page 56
    ...to changes in credit spreads and other variable funding costs. The warehouse facility costs are expressed as a spread above applicable benchmark rates. Continuing Involvement with Securitized Receivables We continue to manage the auto loan receivables that we securitize. We receive servicing fees of...

  • Page 57
    ... cash that we receive from the securitized receivables other than servicing fees. It includes cash collected on interest-only strip receivables and amounts released to us from reserve accounts. Financial Covenants and Performance Triggers The securitization agreement related to the warehouse...

  • Page 58
    ... 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. 6. FAIR VALUE MEASUREMENTS We adopted Statement of Financial Accounting...

  • Page 59
    .... Financial derivatives are included in either prepaid expenses and other current assets or accounts payable. As part of our risk management strategy, we utilize interest rate swaps relating to our auto loan receivable securitizations and our investment in retained subordinated bonds. Swaps are used...

  • Page 60
    ... land owned for potential expansion. Leased property meeting capital lease criteria is capitalized and the present value of the related lease payments is recorded as long-term debt. Accumulated amortization on capital lease assets was $7.9 million as of February 28, 2009, and $6.2 million as of...

  • Page 61
    ... future operations will generate sufficient taxable income to realize the deferred tax assets. The valuation allowance as of February 28, 2009, relates to capital loss carryforwards that are not more likely than not to be utilized prior to their expiration. We adopted Financial Accounting Standards...

  • Page 62
    ... tax rate. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of our uncertain tax positions will increase or decrease during the next 12 months; however, we do not expect the change to have a significant effect on our results of operations, financial...

  • Page 63
    ...00% Discount rate...Rate of compensation increase (1) ...(1) The rate of compensation increase assumption is no longer applicable due to the freeze of plan benefits effective December 31, 2008. Plan Assets. The fair value of plan assets is measured using current market values. No plan assets are...

  • Page 64
    ... 413 $ 2,174 Our pension plan assets are held in trust and management sets the investment policies and strategies. Long-term strategic investment objectives include asset preservation and appropriately balancing risk and return. We oversee the investment allocation process, which includes selecting...

  • Page 65
    ...the discount rate, rate of return on plan assets, rate of compensation increases and mortality rate. We evaluate these assumptions annually, at a minimum, and make changes as necessary. The discount rate used for retirement benefit plan accounting reflects the yields available on high-quality, fixed...

  • Page 66
    ... capital leases for store facilities. The related capital lease assets are included in property and equipment. These leases were structured at varying interest rates with initial lease terms ranging from 15 to 20 years with payments made monthly. The present value of future minimum lease payments...

  • Page 67
    ... reserved for future grants under the long-term incentive plans was 5,182,895 as of February 28, 2009. (C) Share-Based Compensation COMPOSITION OF SHARE-BASED COMPENSATION EXPENSE (In thousands) Cost of sales...CarMax Auto Finance income ...Selling, general and administrative expenses ...Share...

  • Page 68
    ... expected experience than the value calculated using the Black-Scholes model. For grants to nonemployee directors prior to fiscal 2009, we used the Black-Scholes model to estimate the fair value of stock option awards. Beginning in fiscal 2009, we used the binomial model. Estimates of fair value are...

  • Page 69
    ...compensation costs related to nonvested restricted stock awards totaled $19.3 million as of February 28, 2009. These costs are expected to be recognized over a weighted average period of 1.2 years. (D) Employee Stock Purchase Plan We sponsor an employee stock purchase plan for all associates meeting...

  • Page 70
    ... lease payments ...(1) Excludes taxes, insurance and other costs payable directly by us. These costs vary from year to year and are incurred in the ordinary course of business. We completed sale-leaseback transactions involving two superstores valued at approximately $31.3 million in fiscal 2009...

  • Page 71
    .... As part of our customer service strategy, we guarantee the used vehicles we retail with a 30-day limited warranty. A vehicle in need of repair within 30 days of the customer's purchase will be repaired free of charge. As a result, each vehicle sold has an implied liability associated with it...

  • Page 72
    ... the accounting principles for their financial statements, and sets the stage for making the framework of FASB Concept Statements fully authoritative. The effective date for SFAS 162 is 60 days following the SEC' s approval of the Public Company Accounting Oversight Board' s related amendments...

  • Page 73
    ... using sales accounting treatment for our securitization transactions, which would change the timing of the recognition of CAF income. In addition, the changes could result in the consolidation of the financial assets and liabilities transferred to our qualified special purpose entities. The changes...

  • Page 74
    ...,632 $ 199,236 $ (15,360) Fourth Quarter 2009 $ 1,470,517 $ 230,307 $ 27,968 Fiscal Year 2009 $ 6,973,966 $ 968,170 $ 15,286 Net sales and operating revenues ...Gross profit ...CarMax Auto Finance income (loss)...Selling, general and administrative expenses ...Net earnings (loss) ...Net earnings...

  • Page 75
    ...and reported within the time periods specified in the U.S. Securities and Exchange Commission' s rules and forms. Disclosure controls are also designed to ensure that this information is accumulated and communicated to management, including the chief executive officer ("CEO") and the chief financial...

  • Page 76
    ... President and Chief Administrative Officer 46 Senior Vice President, Marketing and Strategy 51 Senior Vice President and Chief Information Officer 55 Senior Vice President, General Counsel and Corporate Secretary Mr. Folliard joined CarMax in 1993 as senior buyer and became director of purchasing...

  • Page 77
    ... Ownership Reporting Compliance" in our 2009 Proxy Statement. The information concerning our code of ethics ("Code of Business Conduct") for senior management required by this Item is incorporated by reference to the sub-section titled "Corporate Governance Policies and Practices" in our 2009 Proxy...

  • Page 78
    ... as part of this Form 10-K and should be read in conjunction with the Consolidated Financial Statements of CarMax, Inc. and Notes thereto, included in Item 8 of this Form 10-K. Schedules not listed above have been omitted because they are not applicable, are not required or the information required...

  • Page 79
    ... Keith D. Browning Executive Vice President and Chief Financial Officer April 24, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ THOMAS...

  • Page 80
    Schedule II CARMAX, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Balance at Beginning of Fiscal Year (In thousands) Year ended February 28, 2007: Allowance for doubtful accounts ...$5,632 Year ended February 29, 2008: Allowance for doubtful accounts ...$7,083 Year ended ...

  • Page 81
    ..., Inc. Employment/Severance Agreement for Executive Officer, dated as of November 3, 2008, filed as Exhibit 10.3 to CarMax' s Quarterly Report on Form 10-Q, filed January 8, 2009 (File No. 1-31420), is incorporated by this reference. * CarMax, Inc. Benefit Restoration Plan, as amended and restated...

  • Page 82
    .... 2002 Employee Stock Purchase Plan, as amended and restated January 19, 2009, filed herewith. Credit Agreement, dated August 24, 2005, among CarMax Auto Superstores, Inc., CarMax, Inc., various subsidiaries of CarMax, various Lenders named therein and Bank of America N.A., as Administrative Agent...

  • Page 83
    ... executive officers, effective as of March 27, 2009, filed as Exhibit 10.3 to CarMax' s Current Report on Form 8-K, filed April 2, 2009 (File No. 1-31420), is incorporated by this reference. * Form of Directors Stock Option Grant Agreement between CarMax, Inc. and certain non-employee directors...

  • Page 84
    ... Rivas Vice President Human Resources Rob Sorensen Vice President Marketing Fred Wilson Vice President Store Administration Cliff Wood Vice President Sales Home Office and Field Management Team Mark Adams Assistant Vice President Logistics Rod Baker Region Vice President Service Operations Phoenix...

  • Page 85
    ... firm) Vivian M. Stephenson Retired Chief Operating Officer Williams-Sonoma, Inc. (a specialty retailer of products for the home) Beth A. Stewart Chairman and Chief Executive Officer Storetrax.com (an Internet retail real estate listing service company) Co-Managing Member Trewstar, LLC (a private...

  • Page 86
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  • Page 87
    ...Allen, Virginia 23060 Stock Information For quarterly sales and earnings information, financial reports, filings with the Securities and Exchange Commission (including Form 10-K), news releases and other investor information, please visit our investor website at: investor.carmax.com Information may...

  • Page 88
    CARMAX, INC. 12800 TUCKAHOE CREEK PARKWAY, RICHMOND, VIRGINIA 23238 804-747-0422 WWW.CARMAX.COM 6 | CARMAX 2009