The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is provided as a supplement to, and should be
read in conjunction with, our audited consolidated financial statements, the
accompanying notes and the MD&A included in our Annual Report on Form 10-K for
the fiscal year ended February 28, 2022 ("fiscal 2022"), as well as our
unaudited interim consolidated financial statements and the accompanying notes
included in Item 1 of this Form 10-Q. Note references are to the notes to
unaudited interim consolidated financial statements included in Item 1. All
references to net earnings per share are to diluted net earnings per share.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.  Amounts and percentages may not total due to rounding.

OVERVIEW

CarMax is the nation's largest retailer of used vehicles. We operate in two
reportable segments: CarMax Sales Operations and CarMax Auto Finance
("CAF"). Our CarMax Sales Operations segment consists of all aspects of our auto
merchandising and service operations, excluding financing provided by CAF. Our
CAF segment consists solely of our own finance operation that provides financing
to customers buying retail vehicles from CarMax. Our consolidated financial
statements include the financial results related to our Edmunds Holding Company
("Edmunds") business, which does not meet the definition of a reportable
segment. For purposes of our MD&A discussion, amounts related to that business
are discussed in combination with our CarMax Sales Operations segment. Separate
discussion of these amounts is not considered meaningful for the purpose of
gaining an understanding of our business, as the significant drivers of these
operations in total are consistent with those of our CarMax Sales Operations
segment. Where appropriate, specific amounts related to non-reportable segments
have been disclosed for informational purposes.

CarMax Sales Operations
Our sales operations segment consists of retail sales of used vehicles and
related products and services, such as wholesale vehicle sales; the sale of
extended protection plan ("EPP") products, which include extended service plans
("ESPs") and guaranteed asset protection ("GAP"); and vehicle repair service. We
offer competitive, no-haggle prices; a broad selection of CarMax Quality
Certified used vehicles; value-added EPP products; and superior customer
service. Our omni-channel platform, which gives us the largest addressable
market in the used car industry, empowers our retail customers to buy a car on
their terms - online, in-store or an integrated combination of both.

Our customers finance the majority of the retail vehicles purchased from us, and
availability of on-the-spot financing is a critical component of the sales
process. We provide financing to qualified retail customers through CAF and our
arrangements with industry-leading third-party finance providers. All of the
finance offers, whether by CAF or our third-party providers, are backed by a
3-day payoff option.

As of November 30, 2022, we operated 235 used car stores in 108 U.S. television
markets. As of that date, wholesale auctions previously held at many of our used
car stores were being conducted virtually.

CarMax Auto Finance
In addition to third-party finance providers, we provide vehicle financing
through CAF, which offers financing solely to customers buying retail vehicles
from CarMax. CAF allows us to manage our reliance on third-party finance
providers and to leverage knowledge of our business to provide qualifying
customers a competitive financing option. As a result, we believe CAF enables us
to capture additional profits, cash flows and sales. CAF income primarily
reflects the interest and fee income generated by the auto loans receivable less
the interest expense associated with the debt issued to fund these receivables,
a provision for estimated loan losses and direct expenses. CAF income does not
include any allocation of indirect costs.  After the effect of 3-day payoffs and
vehicle returns, CAF financed 41.4% of our retail used vehicle unit sales in the
first nine months of fiscal 2023. As of November 30, 2022, CAF serviced
approximately 1.1 million customer accounts in its $16.65 billion portfolio of
managed receivables.

Management regularly analyzes CAF's operating results by assessing the
competitiveness of our consumer offer, profitability, the performance of the
auto loans receivable, including trends in credit losses and delinquencies, and
CAF direct expenses.

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Revenues and Profitability
The sources of revenue and gross profit from the CarMax Sales Operations segment
and other non-reportable segments for the first nine months of fiscal 2023 are
as follows:

      Net Sales and      Gross Profit
    Operating Revenues


[[Image Removed: kmx-20221130_g1.jpg]][[Image Removed: kmx-20221130_g2.jpg]]
A high-level summary of our financial results for the third quarter and first
nine months of fiscal 2023 as compared to the third quarter and first nine
months of fiscal 2022 is as follows (1):

                                                                  Change from Three                                   Change from Nine
(Dollars in millions except per share  Three Months Ended           Months Ended            Nine Months Ended           Months Ended
or per unit data)                       November 30, 2022         November 

30, 2021 November 30, 2022 November 30, 2021 Income statement information


 Net sales and operating revenues      $     6,506.0                        (23.7) %       $    23,962.4                         (1.0) %
 Gross profit                          $       576.7                        (31.1) %       $     2,189.2                        (15.0) %
 CAF income                            $       152.2                         (8.3) %       $       539.5                        (11.2) %
 Selling, general and administrative
expenses                               $       591.7                          2.7  %       $     1,914.5                         12.3  %
 Net earnings                          $        37.6                        (86.1) %       $       415.8                        (58.1) %
Unit sales information
 Used unit sales                             180,050                        (20.8) %             637,939                        (12.6) %
 Change in used unit sales in
comparable stores                              (22.4)    %                       N/A               (14.3)    %                       N/A
 Wholesale unit sales                        118,757                        (36.7) %             464,741                        (16.6) %
Per unit information
 Used gross profit per unit            $       2,237                          0.1  %       $       2,291                          3.8  %
 Wholesale gross profit per unit       $         966                        (14.6) %       $         962                         (8.7) %
 SG&A as a % of gross profit                   102.6     %                   33.8  %                87.5     %                   21.4  %

Per share information


 Net earnings per diluted share        $        0.24                        (85.3) %       $        2.60                        (56.6) %
Online sales metrics
Online retail sales (2)                           12     %                      3  %                  11     %                      2  %
Omni sales (3)                                    52     %                     (5) %                  53     %                     (3) %
Revenue from online transactions (4)              28     %                     (2) %                  30     %                      3  %


(1)  Where applicable, amounts are net of intercompany eliminations.
(2)  An online retail sale is defined as a sale where the customer completes all
four of the following activities remotely: reserving the vehicle; financing the
vehicle, if needed; trading-in or opting out of a trade-in; and creating an
online sales order.
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(3)  An omni sale is defined as a sale where customers complete at least one of
the four activities listed above online.
(4)  Revenue from online transactions is defined as revenue from retail sales
that qualify as an online retail sale, as well as any related EPP and
third-party finance contribution, wholesale sales where the winning bid was
taken from an online bid and all revenue earned by Edmunds.

Refer to "Results of Operations" for further details on our revenues and profitability.

Liquidity


Our primary ongoing sources of liquidity include funds provided by operations,
proceeds from non-recourse funding vehicles, and borrowings under our revolving
credit facility or through other financing sources. In addition to funding our
operations, this liquidity was used to fund the repurchase of common stock under
our share repurchase program, our store growth and the Edmunds acquisition,
which was completed during the second quarter of fiscal 2022.

Our current capital allocation strategy is to focus on our core business. Given
our recent performance and continued market uncertainties, we are taking a
conservative approach to our capital structure in order to maintain the
flexibility that allows us to efficiently access the capital markets for both
CAF and CarMax as a whole. We have taken steps to better align our expenses to
sales, as well as paused our share repurchases and slowed the rate of our store
growth and capital expenditures. We believe we have the appropriate liquidity,
access to capital and financial strength to support our operations and continue
investing in our strategic initiatives for the foreseeable future.

Strategic Update and Future Outlook
Our omni-channel experience provides a common platform across all of CarMax that
leverages our scale, nationwide footprint and infrastructure and empowers our
customers to buy a vehicle on their terms. Customers are seeking
personalization, convenience and safety in how they shop for and buy a vehicle
more than ever. Our omni-channel platform empowers customers to buy a car on
their own terms, whether completely from home, in-store or through an integrated
combination of online and in-store experiences. Our diversified business model,
combined with our omni-channel experience, is a unique advantage in the used car
industry that firmly positions us to continue growing our market share while
creating shareholder value over the long-term.

During the first quarter of fiscal 2023, we enabled online self-progression for
all of our retail customers. All customers are now eligible to complete an
online retail sale independently if they choose. In the third quarter of fiscal
2023, online retail sales accounted for 12% of retail unit sales, up from 11% in
the previous quarter and 9% in the prior year quarter. Omni sales represented
approximately 52% of retail sales, down slightly from the previous quarter as
well as the prior year quarter. Online, omni and in-person sales can vary from
quarter to quarter depending on consumer preferences and how they choose to
interact with us. While we expect our online and omni sales to grow over time,
our goal is to provide the best experience whether in-store, online or a
combination of the two.

Revenue from online transactions was $1.8 billion, or approximately 28% of net revenues in the third quarter of fiscal 2023, down from 30% in the previous quarter as well as the prior year quarter.



We purchased approximately 238,000 vehicles from consumers and dealers during
the third quarter of fiscal 2023, down 40% from the prior year quarter and up
approximately 19% from the third quarter of fiscal 2021. Approximately 14,000
vehicles were purchased through MaxOffer, our digital appraisal product for
dealers, down 32% from the prior quarter but up 16% from the prior year quarter.
We leverage the Edmunds sales team to open new markets and sign up new dealers
for MaxOffer. For the third quarter of fiscal 2023, our self-sufficiency rate
remained above 70%. The success of our online instant appraisal offer continues
to strengthen our leadership position as the largest used vehicle buyer from
consumers.

Our investments in the near term will focus on initiatives that unlock operational efficiencies and create better experiences for our associates and customers. Examples of these initiatives include:



•Making it simple for customers to choose the express pick-up option through
self-progression, which provides customers the ability to complete their
transaction at one of our stores in as little as 30 minutes.
•Enhancing online features to help customers feel more confident in completing
key transaction steps on their own and to make it easier to go back and forth
between assisted help and self-progression.
•Integrating our finance-based shopping capability into our stores and CECs so
that all consumers can utilize this product, as well as adding additional
third-party finance providers to the finance-based shopping platform.


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While we have slowed the pace of these investments, we continue to selectively
invest in initiatives that have the potential to activate new capabilities while
lowering our costs, including the following:

•Leveraging technology to enhance our transportation logistics capabilities,
which will enable us to consolidate loads, increase our mix of full loads and
reduce the truck volume in and out of our stores.
•Upgrading our auction experience by deploying a modernized vehicle detail page
that is mobile friendly and efficiently displays the most relevant information
dealers need to preview our wholesale inventory, similar to how customers shop
our retail inventory.
•Updating the MaxOffer product to provide a fully digital, instant offer
experience to dealers.

We are also focused on ensuring we are efficient in our spend, actively taking
steps to further align our expenses to our sales levels. This included reducing
staffing in our stores and CECs through attrition, limiting hiring and
contractor utilization in our corporate offices and better aligning marketing
spend to sales. Other steps we have taken to support our business for both the
short- and long-term include slowing buys in light of steep market depreciation,
reducing total inventory while maintaining saleable inventory levels, raising
CAF's consumer rates, slowing our planned store growth and pausing share
repurchases to provide more capital flexibility.

As a result of these actions, we expect SG&A expenses in the fourth quarter of
fiscal 2023 to decrease from the prior year quarter. While SG&A as a percent of
gross profit can fluctuate from quarter to quarter depending on variability in
gross profit, our first step on the way to strengthening our SG&A to gross
profit leverage over time is to achieve a rate in the mid-70% range on an annual
basis. Achieving this will require both efficiency gains in our operating model
and gross profit growth.

We expect our diversified model, the scale of our operations, our investments
and omni-channel strategy to provide a solid foundation for further growth. As a
result, we have set the following long-term targets, which were disclosed in our
Annual Report on Form 10-K for fiscal 2022:

•Sell between 2 million and 2.4 million vehicles through our combined retail and
wholesale channels by fiscal 2026.
•Generate between $33 billion and $45 billion in revenue by fiscal 2026.
•Grow our nationwide share of the age 0- to 10 used vehicle market to more than
5% by the end of calendar 2025.

These ranges include our assessment of macroeconomic factors that could result in ongoing volatility in consumer demand.



In calendar 2021, we estimate we sold approximately 4.0% of the age 0- to
10-year old vehicles sold on a nationwide basis, an increase from 3.5% in
calendar 2020. We estimate we sold approximately 4.9% of the age 0- to 10-year
old vehicles sold in the current comparable store markets in which we operate in
calendar 2021, an increase from 4.3% in 2020. Based on external data, we gained
market share on a year-to-date basis through October, with some recent loss of
market share, as we saw competitors lower prices and margins to move inventory.
We believe these are transitory competitive responses to the current
environment. We believe we are well positioned to deliver profitable market
share gains in any environment. Our strategy to increase our market share
includes focusing on:

•Delivering a customer-driven, omni-channel buying and selling experience that
is a unique and powerful integration of our in-store and online capabilities.
•Opening stores in new markets and expanding our presence in existing markets.
•Hiring, developing and retaining an engaged and skilled workforce.
•Improving efficiency in our stores and CECs and our logistics operations to
reduce waste.
•Leveraging data and advanced analytics to continuously improve the customer
experience as well as our processes and systems.
•Utilizing advertising to drive customer growth, educate customers about our
omni-channel platform and to differentiate and elevate our brand.

As of November 30, 2022, we had used car stores located in 108 U.S. television
markets, which covered approximately 86% of the U.S. population. The format and
operating models utilized in our stores are continuously evaluated and may
change or evolve over time based upon market and consumer expectations. During
the first nine months of fiscal 2023, we opened five stores, and during the
remainder of the fiscal year we plan to open an additional five stores.

While we execute both our short- and long-term strategy, there are trends and
factors that could impact our strategic approach or our results in the short and
medium term. For additional information about risks and uncertainties facing our
company, see "Risk Factors," included in Part I. Item 1A of the Annual Report on
Form 10-K for the fiscal year ended February 28, 2022.

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CRITICAL ACCOUNTING ESTIMATES

For information on critical accounting policies, see "Critical Accounting Estimates" in the MD&A included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

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

NET SALES AND OPERATING REVENUES



                                                     Three Months Ended November 30                                     Nine Months Ended November 30
(In millions)                                 2022                  2021               Change                  2022                  2021                 Change
Used vehicle sales                     $       5,204.6          $ 6,435.6                (19.1) %       $      18,503.2          $ 18,697.3                   (1.0) %
Wholesale vehicle sales                        1,152.2            1,922.3                (40.1) %               4,959.1             4,998.2                   (0.8) %
Other sales and revenues:
Extended protection plan revenues                 91.8              106.6                (13.9) %                 318.1               353.8                  (10.1) %
Third-party finance income/(fees), net             1.0                1.6                (38.2) %                   7.1                (0.3)               2,825.4  %
Advertising & subscription revenues
(1)                                               33.3               33.3                 (0.2) %                 101.9                67.9                   50.2  %
Other                                             23.1               28.4                (18.6) %                  73.1                96.8                  (24.4) %
Total other sales and revenues                   149.2              169.9                (12.2) %                 500.2               518.2                   (3.5) %
Total net sales and operating revenues $       6,506.0          $ 8,527.8                (23.7) %       $      23,962.4          $ 24,213.7                   (1.0) %


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



UNIT SALES

                                                Three Months Ended November 30                                   Nine Months Ended November 30
                                        2022                  2021                Change                 2022                  2021                Change
Used vehicles                            180,050             227,424                (20.8) %              637,939             730,020                (12.6) %
Wholesale vehicles                       118,757             187,630                (36.7) %              464,741             557,117                (16.6) %



AVERAGE SELLING PRICES

                                            Three Months Ended November 30                              Nine Months Ended November 30
                                      2022              2021              Change                 2022                 2021              Change
Used vehicles                     $  28,530          $ 27,995                 1.9  %       $       28,692          $ 25,380                13.0  %
Wholesale vehicles                $   9,294          $  9,890                (6.0) %       $       10,280          $  8,634                19.1  %



COMPARABLE STORE USED VEHICLE SALES CHANGES



                                    Three Months Ended November 30 (1)                   Nine Months Ended November 30 (1)
                                      2022                      2021                       2022                      2021
Used vehicle units                        (22.4) %                   15.8  %                   (14.3) %                   32.5  %
Used vehicle revenues                     (21.0) %                   51.4  %                    (3.2) %                   63.4  %



(1)  Stores are added to the comparable store base beginning in their fourteenth
full month of operation. We do not remove renovated stores from our comparable
store base. Comparable store calculations include results for a set of stores
that were included in our comparable store base in both the current and
corresponding prior year periods.

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VEHICLE SALES CHANGES



                                       Three Months Ended November 30                         Nine Months Ended November 30
                                       2022                       2021                       2022                       2021
Used vehicle units                         (20.8) %                    16.9  %                   (12.6) %                    33.5  %
Used vehicle revenues                      (19.1) %                    52.9  %                    (1.0) %                    64.2  %

Wholesale vehicle units                    (36.7) %                    48.5  %                   (16.6) %                    72.7  %
Wholesale vehicle revenues                 (40.1) %                   132.1  %                    (0.8) %                   151.1  %



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

                                  Three Months Ended November 30 (1)                     Nine Months Ended November 30 (1)
                                    2022                       2021                       2022                       2021
CAF (2)                                  47.3  %                    46.1  %                    44.9  %                    46.6  %
Tier 2 (3)                               20.5  %                    22.2  %                    22.6  %                    22.2  %
Tier 3 (4)                                6.1  %                     6.5  %                     6.4  %                     8.0  %
Other (5)                                26.1  %                    25.2  %                    26.1  %                    23.2  %
Total                                   100.0  %                   100.0  %                   100.0  %                   100.0  %



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

CHANGE IN USED CAR STORE BASE

                                              Three Months Ended November 30                               Nine Months Ended November 30
                                           2022                              2021                      2022                              2021
Used car stores, beginning of
period                                        234                                 225                     230                                 220
Store openings                                  1                                   1                       5                                   6
Used car stores, end of period                235                                 226                     235                                 226



During the first nine months of fiscal 2023, we opened five stores, including
our entry into the New York metro market (Edison, NJ; Stockton, CA; Wayne, NJ;
East Meadow, NY; and Oceanside, CA).

Used Vehicle Sales.  The 19.1% decrease in used vehicle revenues in the third
quarter of fiscal 2023 was primarily driven by a 20.8% decrease in used unit
sales, partially offset by a 1.9% increase in average retail selling price. The
decrease in used units included a 22.4% decrease in comparable store used unit
sales. For the first nine months of fiscal 2023, used vehicle revenues decreased
1.0%, driven by a 12.6% decrease in used unit sales, partially offset by a 13.0%
increase in average selling price. The decrease in used units included a 14.3%
decrease in comparable store used unit sales. Online retail sales, as defined
previously, accounted for 12% and 11% of used unit sales for the third quarter
and first nine months of fiscal 2023, respectively, compared with 9% for both
the third quarter and first nine months of fiscal 2022.

During the third quarter and first nine months of fiscal 2023, we believe a
number of macroeconomic factors impacted our used unit sales performance,
including challenges to vehicle affordability that stem from broad inflation,
rising interest rates and low consumer confidence. We believe our performance
was also impacted by transitory competitive responses to the current environment
as we saw competitors lower prices and margins to move inventory. Comparable
store used unit sales declined sequentially during the quarter and December
results were relatively consistent with the third quarter.

The increase in average retail selling price in both the third quarter and first
nine months of fiscal 2023 reflected higher vehicle acquisition costs. This was
partially offset by shifts in the mix of our sales by vehicle age during the
third quarter. We expect average retail selling price to decrease in the fourth
quarter of fiscal 2023.

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Wholesale Vehicle Sales. Vehicles sold at our wholesale auctions are, on
average, approximately 10 years old with more than 100,000 miles and are
primarily comprised of vehicles purchased through our appraisal process that do
not meet our retail standards. Our wholesale auction prices usually reflect
trends in the general wholesale market for the types of vehicles we sell,
although they can also be affected by changes in vehicle mix or the average age,
mileage or condition of the vehicles being sold. During fiscal 2021, our
wholesale auctions were moved to an online format and continue to operate
completely online.

The 40.1% decrease in wholesale vehicle revenues in the third quarter of fiscal
2023 was primarily due to a 36.7% decrease in unit sales and a 6.0% decrease in
average selling price. For the first nine months of fiscal 2023, wholesale
vehicle revenues decreased 0.8%, driven by a 16.6% decrease in unit sales,
partially offset by a 19.1% increase in average selling price. Wholesale volume
was negatively impacted by our decision to shift some units from wholesale to
retail to meet consumer demand for lower priced vehicles. Wholesale performance
was also negatively impacted by rapidly changing market conditions, including
depreciation of approximately $2,000 during the third quarter, which was
incremental to depreciation of approximately $2,500 during the second quarter.

The decrease in average selling price during the third quarter of fiscal 2023
represents steep depreciation resulting from rapidly changing market conditions.
The net increase in average selling price in the first nine months of fiscal
2023 was primarily due to increased acquisition costs resulting from strong
industry valuations in the beginning of fiscal 2023, which continued from the
prior fiscal year, offsetting recent depreciation.

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

Other sales and revenues decreased 12.2% in the third quarter of fiscal 2023,
reflecting the decline in EPP revenues. EPP revenues decreased 13.9%, largely
reflecting the combined effects of the decline in our retail unit sales,
increased margins, a favorable year-over-year return reserve adjustment and
stable penetration.

Other sales and revenues decreased 3.5% in the first nine months of fiscal 2023,
reflecting the decrease in EPP revenue and a decline in new vehicle sales,
partially offset by the addition of Edmunds' revenue and an improvement in net
third-party finance income. EPP revenues decreased 10.1%, reflecting the
combined effects of the decline in our retail unit volume, stable penetration
and increased margins. The decline in new car sales was driven by the
divestiture of our remaining new car franchise in the third quarter of fiscal
2022. Net third-party finance income improved as a result of lower Tier 3
originations.

Seasonality.  Historically, our business has been seasonal.  Our stores
typically experience their strongest traffic and sales in the spring and summer,
with an increase in traffic and sales in February and March, coinciding with
federal income tax refund season. Sales are typically slowest in the fall.

GROSS PROFIT

                                       Three Months Ended November 30 (1)                          Nine Months Ended November 30 (1)
(In millions)                     2022               2021               Change               2022                2021               Change
Used vehicle gross profit     $    402.8          $  508.4                (20.8) %       $  1,461.3          $ 1,611.9                 (9.3) %
Wholesale vehicle gross            114.7             212.2                (46.0) %            447.0              587.0                (23.9) %
profit
Other gross profit                  59.2             116.0                (49.0) %            280.9              377.7                (25.6) %
Total                         $    576.7          $  836.6                (31.1) %       $  2,189.2          $ 2,576.6                (15.0) %


(1) Amounts are net of intercompany eliminations.



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GROSS PROFIT PER UNIT

                                          Three Months Ended November 30 (1)                                   Nine Months Ended November 30 (1)
                                        2022                              2021                               2022                              2021
                               $ per                              $ per                             $ per                              $ per
                              unit(2)               %(3)         unit(2)              %(3)         unit(2)               %(3)         unit(2)              %(3)
Used vehicle gross profit   $   2,237             7.7          $  2,235             7.9          $   2,291             7.9          $  2,208             8.6
Wholesale vehicle gross
profit                      $     966            10.0          $  1,131            11.0          $     962             9.0          $  1,054            11.7
Other gross profit          $     329            39.7          $    510            68.3          $     440            56.2          $    517            72.9



(1)   Amounts are net of intercompany eliminations. Those eliminations had the
effect of increasing used vehicle gross profit per unit and wholesale vehicle
gross profit per unit and decreasing other gross profit per unit by immaterial
amounts.
(2)   Calculated as category gross profit divided by its respective units sold,
except the other category, which is divided by total used units sold.
(3)   Calculated as a percentage of its respective sales or revenue.

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

We systematically adjust individual vehicle prices based on proprietary pricing
algorithms in order to appropriately balance sales trends, inventory turns and
gross profit achievement. Other factors that may influence gross profit include
the wholesale and retail vehicle pricing environments, vehicle reconditioning
and logistics costs, and the percentage of vehicles sourced directly from
consumers through our appraisal process. Vehicles purchased directly from
consumers generally have a lower cost per unit compared with vehicles purchased
at auction or through other channels, which may generate more gross profit per
unit. In any given period, our gross profit may also be impacted by the age mix
of vehicles sold, as older vehicles are generally more profitable. We monitor
macroeconomic factors and pricing elasticity and adjust our pricing accordingly
to optimize unit sales and profitability while also maintaining a competitively
priced inventory.

Used vehicle gross profit decreased 20.8% in the third quarter of fiscal 2023,
driven by the 20.8% decrease in total used unit sales, while used vehicle gross
profit per unit remained consistent with the prior year quarter. Used vehicle
gross profit decreased 9.3% in the first nine months of fiscal 2023, driven by
the 12.6% decrease in total used unit sales, partially offset by the $83
increase in used vehicle gross profit per unit. We continue to focus on striking
the right balance between covering cost increases, maintaining margin and
passing along efficiencies to consumers to support vehicle affordability.

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

Wholesale vehicle gross profit decreased 46.0% in the third quarter of fiscal
2023, primarily driven by the 36.7% decrease in wholesale unit sales as well as
the $165 decrease in wholesale vehicle gross profit per unit. Wholesale vehicle
gross profit decreased 23.9% in the first nine months of fiscal 2023, primarily
driven by the 16.6% decrease in wholesale unit sales as well as the $92 decrease
in wholesale vehicle gross profit per unit. Our decision to source a higher mix
of older vehicles for retail sale also impacted wholesale vehicle gross profit
per unit. When those vehicles cannot be reconditioned to our standards for
consumer sales, we shift them to wholesale, which often sell at lower margins.
Wholesale gross profit per unit was also impacted by steep market depreciation,
which began in the prior quarter and continued through the third quarter.

Other Gross Profit.  Other gross profit includes profits related to EPP
revenues, net third-party finance income/(fees), advertising and subscription
profits earned by our Edmunds business, and other revenues. Other revenues are
predominantly comprised of service department operations, including used vehicle
reconditioning. We have no cost of sales related to EPP revenues or net
third-party finance income/(fees), as these represent revenues paid to us by
certain third-party providers. Third-party finance income is reported net of the
fees we pay to third-party Tier 3 finance providers. Accordingly, changes in the
relative mix of the components of other gross profit can affect the composition
and amount of other gross profit.

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Other gross profit decreased 49.0% in the third quarter of fiscal 2023,
primarily driven by a $37.3 million decline in service department margins as
well as a decrease in EPP revenues, as discussed above. The decline in service
department profits was driven by deleverage resulting from lower retail unit
sales as well as our decision to maintain technician staffing.

Other gross profit decreased 25.6% in the first nine months of fiscal 2023,
primarily driven by an $80.7 million decline in service department margins as
well as a decrease in EPP revenues, as discussed above, partially offset by the
inclusion of nine months of Edmunds' margin in fiscal 2023 compared with six
months of Edmunds' margin in fiscal 2022. The decline in service department
profits was driven by deleverage resulting from lower retail unit sales,
inflationary pressure and our decision to maintain technician staffing.

SG&A Expenses

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

Three Months Ended November 30, 2022 Nine Months Ended November 30, 2022 [[Image Removed: kmx-20221130_g3.jpg]][[Image Removed: kmx-20221130_g4.jpg]]COMPONENTS OF SG&A EXPENSES COMPARED WITH PRIOR PERIOD (1)



                                                  Three Months Ended November 30                                 Nine Months Ended November 30
(In millions except per unit data)          2022                 2021             Change                  2022                  2021              

Change


Compensation and benefits:
Compensation and benefits, excluding
share-based compensation expense      $       306.2           $ 308.3                (0.7) %       $        985.2           $   891.8                10.5  %
Share-based compensation expense               17.2              33.3               (48.4) %                 64.0               100.5               (36.3) %
Total compensation and benefits (2)   $       323.4           $ 341.6                (5.3) %       $      1,049.2           $   992.3                 5.7  %
Occupancy costs                                70.1              59.3                18.2  %                204.8               165.0                24.2  %
Advertising expense                            58.7              76.1               (22.9) %                230.5               233.6                (1.3) %
Other overhead costs (3)                      139.5              98.9                41.0  %                430.0               313.4                37.2  %
Total SG&A expenses                   $       591.7           $ 575.9                 2.7  %       $      1,914.5           $ 1,704.3                12.3  %
SG&A as % of gross profit                     102.6   %          68.8  %             33.8  %                 87.5   %            66.1  %             21.4  %



(1)   Amounts are net of intercompany eliminations.
(2)   Excludes compensation and benefits related to reconditioning and vehicle
repair service, which are included in cost of sales. See Note 11 for details of
share-based compensation expense by grant type.
(3) Includes IT expenses, non-CAF bad debt, preopening and relocation costs,
insurance, charitable contributions, travel and other administrative expenses.

SG&A expenses increased 2.7% in the third quarter of fiscal 2023. Factors
contributing to the net increase include the following:
•$40.6 million increase in other overhead costs, which included a $22.6 million
one-time benefit in the prior year quarter related to the receipt of settlement
proceeds in a class action lawsuit. The remaining increase was driven by
investments to advance our technology platforms and support our strategic and
growth initiatives.
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•$10.8 million increase in store occupancy costs driven by the 4.4% increase in
our store base since the beginning of last year's third quarter as well as other
growth- and capacity-related costs.
•$17.4 million decrease in advertising expense driven by our deliberate efforts
to reduce marketing spend to align with sales.
•$16.1 million decrease in stock-based compensation expense, primarily related
to cash-settled restricted stock units, as the expense associated with these
units was primarily driven by the change in the company's stock price during the
relevant periods.

Adjusting for the settlement proceeds of $22.6 million received in the prior
year quarter, as discussed above, SG&A expenses would have declined 1.1% versus
the prior year quarter. Similarly, we expect SG&A expenses in the fourth quarter
of fiscal 2023 to decrease from the prior year quarter.

SG&A expenses increased 12.3% in the first nine months of fiscal 2023. Factors
contributing to the net increase include the following:
•$116.6 million increase in other overhead costs, driven by investments to
advance our technology platforms and support our strategic and growth
initiatives. The increase also included a $22.6 million one-time benefit in the
prior year related to the receipt of settlement proceeds in a class action
lawsuit. Other overhead costs were also negatively impacted by a year-over-year
increase in non-CAF uncollectible receivables. This increase reflects several
factors including, but not limited to, ongoing DMV processing delays, costs
associated with our Love Your Car Guarantee program and field execution
opportunities stemming from the dynamic operating environment.
•$93.4 million increase in compensation and benefits expense, excluding
share-based compensation expense, driven by increased staffing and wage
pressures as well as the inclusion of Edmunds for nine months in the current
year compared to six months in the prior year, partially offset by a
$14.4 million decrease in bonus compensation expense.
•$39.8 million increase in store occupancy costs driven by the 6.8% increase in
our store base since the beginning of the last fiscal year as well as other
growth- and capacity-related costs.
•$36.5 million decrease in stock-based compensation expense, primarily related
to cash-settled restricted stock units, as the expense associated with these
units was primarily driven by the change in the company's stock price during the
relevant periods.

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

Interest expense increased to $30.2 million and $91.7 million in the third
quarter and first nine months of fiscal 2023, respectively, compared with
$24.3 million and $67.2 million in the third quarter and first nine months of
fiscal 2022, respectively. The increase for the quarter primarily reflected
higher interest rates. The increase for the nine month period primarily
reflected higher outstanding debt balances in the current fiscal year, including
the $700 million term loan issued in October 2021, as well as higher interest
rates.

Other Income. Other income was $0.4 million and $2.3 million in the third
quarter and first nine months of fiscal 2023, respectively, compared with
$8.1 million and $35.5 million in the third quarter and first nine months of
fiscal 2022, respectively. The decrease for the quarter was primarily due to a
gain recorded from the sale of our last new car franchise during the prior year
quarter. The decrease for the nine month period was primarily due to net gains
on an equity investment recorded during fiscal 2022.

Income Taxes.  The effective income tax rate was 24.8% in the third quarter of
fiscal 2023 and 25.0% in the first nine months of fiscal 2023 versus 24.3% in
the third quarter of fiscal 2022 and 23.2% in the first nine months of fiscal
2022. The increase in the effective income tax rate for the nine month period
was primarily driven by the difference in excess tax benefit related to
settlements of share-based awards.

RESULTS OF OPERATIONS - CARMAX AUTO FINANCE



CAF income primarily reflects interest and fee income generated
by CAF's portfolio of auto loans receivable less the interest expense associated
with the debt issued to fund these receivables, a provision for estimated loan
losses and direct CAF expenses. Total interest margin reflects the spread
between interest and fees charged to consumers and our funding costs. Changes in
the interest margin on new originations affect CAF income over time. Increases
in interest rates, which affect CAF's funding costs, or other competitive
pressures on consumer rates, could result in compression in the interest margin
on new originations. Changes in the allowance for loan losses as a percentage of
ending managed receivables reflect the effect of changes in loss and delinquency
experience and economic factors on our outlook for net losses expected to occur
over the remaining contractual life of the loans receivable.
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CAF's managed portfolio is composed primarily of loans originated over the past
several years. Trends in receivable growth and interest margins primarily
reflect the cumulative effect of changes in the business over a multi-year
period. Historically, we have sought to originate loans in our core portfolio,
which excludes Tier 2 and Tier 3 origination, with an underlying risk profile
that we believe will, in the aggregate result in cumulative net losses in the 2%
to 2.5% range (excluding CECL-required recovery costs) over the life of the
loans. Actual loss performance of the loans may fall outside of this range based
on various factors, including intentional changes in the risk profile of
originations, economic conditions (including the effects of COVID-19) and
wholesale recovery rates. Current period originations reflect current trends in
both our retail sales and the CAF business, including the volume of loans
originated, current interest rates charged to consumers, loan terms and average
credit scores. Loans originated in a given fiscal period impact CAF income over
time, as we recognize income over the life of the underlying auto loan.

CAF also originates a small portion of auto loans to customers who typically
would be financed by our Tier 3 finance providers, in order to better understand
the performance of these loans, mitigate risk and add incremental profits.
Historically, CAF targeted originating approximately 5% of the total Tier 3 loan
volume. During the first quarter of fiscal 2022, we increased our Tier 3 loan
volume beyond our target of 5% of total Tier 3 loan volume to 10% by the end of
the first quarter of fiscal 2022. Additionally, in the second quarter of fiscal
2022, CAF began to originate loans in the Tier 2 space on a test basis. Any
future adjustments in Tier 2 and Tier 3 will consider the broader lending
environment along with the long-term sustainability of the change. These loans
have higher loss and delinquency rates than the remainder of the CAF portfolio,
as well as higher contract rates.

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

See Note 4 for additional information on CAF income and Note 5 for information on auto loans receivable, including credit quality.

SELECTED CAF FINANCIAL INFORMATION



                                             Three Months Ended November 30                                         Nine Months Ended November 30
(In millions)                    2022                % (1)          2021               % (1)           2022                 % (1)          2021               % (1)
Interest margin:
Interest and fee income      $   365.4             8.8           $ 330.0             8.6           $  1,069.3             8.8           $ 964.4             8.7
Interest expense                 (88.8)           (2.1)            (53.6)           (1.4)              (200.1)           (1.6)           (180.0)           (1.6)
Total interest margin        $   276.6             6.7           $ 276.4             7.2           $    869.2             7.2           $ 784.4             7.1
Provision for loan losses    $   (85.7)           (2.1)          $ (76.2)           (2.0)          $   (219.0)           (1.8)          $ (87.3)

(0.8)


CarMax Auto Finance income   $   152.2             3.7           $ 166.0             4.3           $    539.5             4.4           $ 607.7             5.5


(1) Annualized percentage of total average managed receivables.



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



                                               Three Months Ended November 30               Nine Months Ended November 30
                                                  2022                  2021                   2022                  2021
Net loans originated (in millions)         $      2,147.2           $  2,420.3          $      6,928.0           $  7,276.1
Vehicle units financed                             79,967               95,997                 264,073              314,031
Net penetration rate (1)                             44.4   %             42.2  %                 41.4   %             43.0  %
Weighted average contract rate                        9.8   %              8.3  %                  9.4   %              8.6  %
Weighted average credit score (2)                     712                  706                     708                  702
Weighted average loan-to-value (LTV) (3)             88.9   %             88.0  %                 88.1   %             89.2  %
Weighted average term (in months)                    66.1                 66.0                    66.3                 66.5



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

LOAN PERFORMANCE INFORMATION

                                              As of and for the Three Months Ended         As of and for the Nine Months Ended
                                                           November 30                                 November 30
(In millions)                                       2022                  2021                  2022                  2021
Total ending managed receivables              $   16,652.7            $ 15,524.0          $   16,652.7            $ 15,524.0
Total average managed receivables             $   16,540.2            $ 15,288.8          $   16,177.8            $ 14,706.9
Allowance for loan losses                     $      491.0            $    426.5          $      491.0            $    426.5
Allowance for loan losses as a percentage of
ending managed receivables                            2.95    %             2.75  %               2.95    %             2.75  %
Net credit losses on managed receivables      $       72.2            $     47.8          $      161.0            $     71.9
Annualized net credit losses as a percentage
of total average managed receivables                  1.74    %             1.25  %               1.33    %             0.65  %
Past due accounts as a percentage of ending
managed receivables                                   4.99    %             3.83  %               4.99    %             3.83  %
Average recovery rate (1)                             61.3    %             71.9  %               66.7    %             67.3  %



(1)  The average recovery rate represents the average percentage of the
outstanding principal balance we receive when a vehicle is repossessed and
liquidated, generally at our wholesale auctions. While in any individual period
conditions may vary, over the past 10 fiscal years, the annual recovery rate has
ranged from a low of 46% to a high of 71%, and it is primarily affected by the
wholesale market environment.

•CAF Income (Decrease of $13.8 million, or 8.3%, and decrease of $68.2 million,
or 11.2%, in the third quarter and first nine months of fiscal 2023,
respectively)
•The decrease in CAF income for the third quarter of fiscal 2023 reflects a
decrease in the net interest margin percentage and an increase in the provision
for loan losses, as discussed below, partially offset by an increase in average
managed receivables.
•The decrease in CAF income for the first nine months of fiscal 2023 reflects a
year-over-year swing in the provision for loan losses, as discussed below,
partially offset by an increase in average managed receivables.

•Provision for Loan Losses
•The provision for loan losses resulted in expense of $85.7 million and
$219.0 million in the third quarter and first nine months of fiscal 2023,
respectively, compared with expense of $76.2 million and $87.3 million in the
third quarter and first nine months of fiscal 2022, respectively.
•The increase in the provision for both the third quarter and nine month period
was primarily the result of the previously disclosed expansion of Tier 2 and
Tier 3 originations within CAF's portfolio. The nine month period was also
impacted by a reduced provision coming out of the pandemic in the prior year
period.
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•The allowance for loan losses as a percentage of ending managed receivables was
2.95% as of November 30, 2022, compared with 2.75% as of November 30, 2021 and
2.77% as of February 28, 2022. The increase in the allowance percentage from
February primarily reflected the effect of the previously disclosed expansion of
Tier 2 and Tier 3 originations within CAF's portfolio.

•Total Interest Margin (Decreased to 6.7% and increased to 7.2% in the third
quarter and first nine months of fiscal 2023, respectively, from 7.2% and 7.1%
in the third quarter and first nine months of fiscal 2022)
•The decrease in the total interest margin percentage for the third quarter was
primarily driven by higher funding costs, partially offset by higher customer
rates.
•The increase in the total interest margin percentage for the first nine months
of fiscal 2023 was primarily the result of higher interest and fees from
consumers, partially offset by higher funding costs, as well as a $20.4 million
benefit related to swaps not designated as hedges for accounting purposes.

•Loan Origination and Performance
•The decrease in net loan originations in the third quarter of fiscal 2023
resulted from a decrease in used unit sales, partially offset by an increase in
the average amount financed and an increase in the net penetration rate.
•The decrease in net loan originations in the first nine months of fiscal 2023
resulted from a decrease in used unit sales and the net penetration rate,
partially offset by an increase in the average amount financed.
•CAF net penetration increased in the third quarter and declined in the first
nine months of fiscal 2023 compared to the prior year periods, largely
reflecting shifts in the mix of customers utilizing outside financing.
•The weighted average contract rate increased to 9.8% in the third quarter of
fiscal 2023, compared with 8.3% in the prior year quarter. The weighted average
contract rate increased to 9.4% in the first nine months of fiscal 2023,
compared with 8.6% in the prior year period. The increases for both periods were
primarily due to higher rates charged to customers in response to the current
interest rate environment.
•The year-over-year increase in past due accounts as a percentage of ending
managed receivables in the third quarter and first nine months of fiscal 2023
reflects an increase in delinquencies as well as our previously disclosed
expansion of Tier 2 and Tier 3 originations within CAF's portfolio. The increase
in delinquencies primarily reflects customer hardship in the current economic
environment.

PLANNED FUTURE ACTIVITIES

We anticipate opening a total of ten stores in fiscal 2023. During fiscal 2023,
we entered the New York City metro market by opening three stores. We anticipate
opening two more stores in this market in the next fiscal year. For fiscal 2024,
we have slowed our planned store growth to five stores while maintaining the
ability to open more locations if market conditions change. We currently
estimate capital expenditures will total approximately $450 million in fiscal
2023, an increase from $308.5 million in fiscal 2022. The increase in planned
capital spending in fiscal 2023 largely reflects long-term growth capacity
initiatives for our auction, sales and production facilities in addition to
continued investments in technology. We expect approximately 25% of our capital
expenditures in fiscal 2023 will be focused on investments in technology.

FINANCIAL CONDITION



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

Our current capital allocation strategy is to focus on our core business. Given
our recent performance and continued market uncertainties, we are taking a
conservative approach to our capital structure in order to maintain the
flexibility that allows us to efficiently access the capital markets for both
CAF and CarMax as a whole. We have taken steps to better align our expenses to
sales, as well as paused our share repurchases and slowed the rate of our store
growth and capital expenditures. We believe we have the appropriate liquidity,
access to capital and financial strength to support our operations and continue
investing in our strategic initiatives for the foreseeable future.

We currently target an adjusted debt-to-total capital ratio in a range of 35% to
45%. Our adjusted debt to capital ratio, net of cash on hand, was below our
targeted range for the third quarter of fiscal 2023. In calculating this ratio,
we utilize total debt excluding non-recourse notes payable, finance lease
liabilities, a multiple of eight times rent expense and total shareholders'
equity. Generally, we expect to use our revolving credit facility and other
financing sources, together with stock repurchases, to

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maintain this targeted ratio; however, in any period, we may be outside this range due to seasonal, market, strategic or other factors.



Operating Activities.  During the first nine months of fiscal 2023, net cash
provided by operating activities totaled $1.66 billion, compared with cash used
in operating activities of $2.08 billion in the prior year period. Our operating
cash flows are significantly impacted by changes in auto loans receivable, which
increased $1.17 billion in the current year period compared with $1.76 billion
in the prior year period.

The majority of the changes in auto loans receivable are accompanied by changes
in non-recourse notes payable, which are issued to fund auto loans originated by
CAF. Net issuances of non-recourse notes payable were $770.6 million in the
current year period compared with $1.65 billion in the prior year period and are
separately reflected as cash from financing activities. Due to the presentation
differences between auto loans receivable and non-recourse notes payable on the
consolidated statements of cash flows, fluctuations in these amounts can have a
significant impact on our operating and financing cash flows without affecting
our overall liquidity, working capital or cash flows.

As of November 30, 2022, total inventory was $3.41 billion, representing a decrease of $1.71 billion compared with the balance as of the start of the fiscal year. The decrease was primarily due to a decrease in vehicle units reflecting lower sales volume and the seasonal pattern in inventory levels.



The change in net cash provided by (used in) operating activities for the first
nine months of the current fiscal year compared with the prior year period
reflected the changes in inventory and auto loans receivable, as discussed
above, as well as the net impact of volume and timing-related changes in
accounts receivable and accounts payable, partially offset by a decrease in net
earnings when excluding non-cash expenses, which include depreciation and
amortization, share-based compensation expense and the provisions for loan
losses and cancellation reserves.

Investing Activities. During the first nine months of fiscal 2023, net cash used
in investing activities totaled $318.7 million compared with $432.7 million in
fiscal 2022. Capital expenditures were $319.5 million in the current year period
versus $226.9 million in the prior year period. Capital expenditures primarily
included store construction costs as well as investments in growth capacity
initiatives and technology. We maintain a multi-year pipeline of sites to
support our store growth, so portions of capital spending in one year may relate
to stores that we open in subsequent fiscal years.

As of November 30, 2022, 153 of our 235 used car stores were located on owned
sites and 82 were located on leased sites, including 26 land-only leases and 56
land and building leases.

Financing Activities.  During the first nine months of fiscal 2023, net cash
used in financing activities totaled $827.0 million compared with net cash
provided by financing activities of $2.51 billion in the prior year
period. Included in these amounts were net issuances of non-recourse notes
payable of $770.6 million compared with $1.65 billion in the prior year period.
Non-recourse notes payable are typically used to fund changes in auto loans
receivable (see "Operating Activities").

During the first nine months of fiscal 2023, cash used in financing activities
was impacted by stock repurchases of $333.8 million as well as net payments on
our long-term debt of $1.25 billion. During the first nine months of fiscal
2022, cash provided by financing activities was impacted by stock repurchases of
$476.0 million as well as net proceeds on our long-term debt of $1.28 billion.

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TOTAL DEBT AND CASH AND CASH EQUIVALENTS



(In thousands)                                                       As of 

November 30 As of February 28


      Debt Description (1)                 Maturity Date                   2022                  2022
Revolving credit facility (2)     June 2024                        $                -    $        1,243,500
Term loan (2)                     June 2024                                   300,000               300,000
Term loan (2)                     October 2026                                699,458               699,352
3.86% Senior notes                April 2023                                  100,000               100,000
4.17% Senior notes                April 2026                                  200,000               200,000
4.27% Senior notes                April 2028                                  200,000               200,000
                                  Various dates through February
Financing obligations             2059                                        517,349               524,766

Non-recourse notes payable Various dates through April 2029 16,237,419

            15,466,799
Total debt (3)                                                     $       18,254,226    $       18,734,417
Cash and cash equivalents                                          $        

688,618 $ 102,716

(1) Interest is payable monthly, with the exception of our senior notes, which are payable semi-annually.


 (2)  Borrowings accrue interest at variable rates based on the Eurodollar rate
(LIBOR), or successor benchmark rate, the federal funds rate, or the prime rate,
depending on the type of borrowing.
(3)  Total debt excludes unamortized debt issuance costs. See Note 10 for
additional information.

Borrowings under our $2.00 billion unsecured revolving credit facility are
available for working capital and general corporate purposes, and the unused
portion is fully available to us.  The credit facility, term loans and senior
note agreements contain representations and warranties, conditions and
covenants.  If these requirements are not met, all amounts outstanding or
otherwise owed could become due and payable immediately and other limitations
could be placed on our ability to use any available borrowing capacity.  As of
November 30, 2022, we were in compliance with these financial covenants.

See Note 10 for additional information on our revolving credit facility, term loans, senior notes and financing obligations.



CAF auto loans receivable are primarily funded through our warehouse facilities
and asset-backed term funding transactions. These non-recourse funding vehicles
are structured to legally isolate the auto loans receivable, and we would not
expect to be able to access the assets of our non-recourse funding vehicles,
even in insolvency, receivership or conservatorship proceedings. Similarly, the
investors in the non-recourse notes payable have no recourse to our assets
beyond the related receivables, the amounts on deposit in reserve accounts and
the restricted cash from collections on auto loans receivable. We do, however,
continue to have the rights associated with the interest we retain in these
non-recourse funding vehicles.

As of November 30, 2022, $12.82 billion and $3.42 billion of non-recourse notes
payable were outstanding related to asset-backed term funding transactions and
our warehouse facilities, respectively. During the first nine months of fiscal
2023, we funded a total of $4.54 billion in asset-backed term funding
transactions.  As of November 30, 2022, we had $1.98 billion of unused capacity
in our warehouse facilities.

We have periodically increased our warehouse facility limit over time, as our store base, sales and CAF loan originations have grown. See Note 10 for additional information on the warehouse facilities.



We generally repurchase the receivables funded through our warehouse facilities
when we enter into an asset-backed term funding transaction. If our
counterparties were to refuse to permit these repurchases it could impact our
ability to execute on our funding program. Additionally, the agreements related
to the warehouse facilities include various representations and warranties,
covenants and performance triggers.  If these requirements are not met, we could
be unable to continue to fund receivables through the warehouse facilities. In
addition, warehouse facility investors could charge us a higher rate of interest
and could have us replaced as servicer. Further, we could be required to deposit
collections on the related receivables with the warehouse facility agents on a
daily basis and deliver executed lockbox agreements to the warehouse facility
agents.

The timing and amount of stock repurchases are determined based on stock price,
market conditions, legal requirements and other factors. Shares repurchased are
deemed authorized but unissued shares of common stock. In April 2022, our board
of directors increased our share repurchase authorization by $2 billion. As of
November 30, 2022, a total of $4 billion of board authorizations for repurchases
was outstanding, with no expiration date, of which $2.45 billion remained
available for repurchase. We paused the repurchase of our common stock during
the third quarter of fiscal 2023 but may resume share
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repurchases at any time in the future depending on market conditions and our
capital needs, among other factors. See Note 11 for more information on share
repurchase activity.

Fair Value Measurements
We recognize money market securities, mutual fund investments, certain equity
investments and derivative instruments at fair value. See Note 7 for more
information on fair value measurements.

FORWARD-LOOKING STATEMENTS



We caution readers that the statements contained in this report that are not
statements of historical fact, including statements about our future business
plans, operations, capital structure, opportunities, or prospects, including
without limitation any statements or factors regarding expected operating
capacity, sales, inventory, market share, online purchases of vehicles from
consumers, gross profit per used unit, revenue, margins, expenditures,
liquidity, loan originations, CAF income, stock repurchases, indebtedness,
earnings, market conditions or expectations with regards to the continued impact
of the COVID-19 pandemic, are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
You can identify these forward-looking statements by the use of words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"outlook," "plan," "positioned," "predict," "target," "should," "will" and other
similar expressions, whether in the negative or affirmative.  Such
forward-looking statements are based upon management's current knowledge,
expectations and assumptions and involve risks and uncertainties and assumptions
about future events and involve risks and uncertainties that could cause actual
results to differ materially from anticipated results. We disclaim any intent or
obligation to update these statements. Among the factors that could cause actual
results and outcomes to differ materially from those contained in the
forward-looking statements are the following:

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

•Changes in general or regional U.S. economic conditions, including inflationary
pressures, climbing interest rates and the potential impact of Russia's invasion
of Ukraine.

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

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

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

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

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

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



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

•Significant changes in prices of new and used vehicles.

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

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

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

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

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

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

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

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



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•The effect of various litigation matters.

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

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



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

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

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

•The occurrence of severe weather events.

•Factors related to the geographic concentration of our stores.




For more details on factors that could affect expectations, see Part II, Item
1A, "Risk Factors" on Page   49   of this report, our Annual Report on Form 10-K
for the fiscal year ended February 28, 2022, and our quarterly or current
reports as filed with or furnished to the U.S. Securities and Exchange
Commission ("SEC"). Our filings are publicly available on our investor
information home page at investors.carmax.com. Requests for information may also
be made to our Investor Relations Department by email to
investor_relations@carmax.com or by calling 1-804-747-0422, ext. 7865.  We
undertake no obligation to update or revise any forward-looking statements after
the date they are made, whether as a result of new information, future events or
otherwise.

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