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CarMax Reports Fourth Quarter and Fiscal Year 2008 Results


PHOTO

Provides Fiscal 2009 Expectations

RICHMOND, Va., April 2, 2008 -- CarMax, Inc. today reported results for the fourth quarter and fiscal year ended February 29, 2008.

   -- Total sales increased 9% to $2.04 billion from $1.88 billion in the
      fourth quarter of fiscal 2007.  For the fiscal year, total sales
      increased 10% to $8.20 billion from $7.47 billion.

   -- Comparable store used unit sales increased 3% for both the fourth
      quarter and the fiscal year.

   -- Total used unit sales grew 13% in the fourth quarter and 12% for the
      fiscal year.

   -- For the fourth quarter, net earnings declined 48% to $21.8 million, or
      $0.10 per share, compared with $42.1 million, or $0.19 per share, in
      the fourth quarter of fiscal 2007.  For the fiscal year, net earnings
      declined 8% to $182.0 million, or $0.83 per share, compared with
      $198.6 million, or $0.92 per share, in fiscal 2007.

   -- In the fourth quarter of fiscal 2008, CarMax Auto Finance (CAF) income
      was reduced by $34.6 million before taxes, or $0.10 per share, for
      retained interest adjustments and the effect of higher funding costs.

  Fourth Quarter Business Performance Review

Sales. "While business conditions in the automotive retail market remained challenging, our used car sales were stronger than we anticipated at the start of the quarter," said Tom Folliard, president and chief executive officer. We continued to experience healthy consumer traffic, which we believe reflects the strength of our consumer offer, as well as improvements made to carmax.com over the last several quarters. Fourth quarter sales were supported by the continued consistent availability of credit from CAF and third-party financing providers. Leap year added one extra selling day to the fourth quarter, and, as expected, this benefited our comparable store used unit sales by approximately 1%.

Given the continuation of the more difficult economic environment, we moderately reduced our margin targets in order to create additional value for our customers and drive sales. Execution by our store teams improved and conversion rates increased modestly compared with the prior year's quarter. In addition, our data indicates that we continued to gain market share in the late-model used vehicle market.

Fourth quarter wholesale sales were similar to the prior year level. Wholesale unit sales grew at a slower pace than our used retail unit sales, reflecting a decrease in our appraisal buy rate (defined as appraisal purchases as a percent of vehicles appraised).

New vehicle sales declined by 20%, reflecting the combination of the soft new car sales environment and the sale of our Orlando Chrysler Jeep Dodge franchise in the second quarter of fiscal 2008. Other sales and revenues increased 13%, similar to the increase in our used vehicle sales.

Gross Profit. Our total gross profit per unit declined by $120 to $2,531 compared with $2,651 in the fourth quarter of fiscal 2007. The majority of the decline resulted from a $111 per unit decrease in gross profit per used vehicle. In the more challenging consumer environment, we were willing to sacrifice some margin when we felt doing so could benefit sales, consistent with our long-term strategy to deliver a superior customer experience and grow market share.

Wholesale gross profit per unit increased slightly to $809 per unit compared with $805 per unit in the fourth quarter of fiscal 2007. We continued to experience strong dealer attendance at our auctions, despite the challenging economic environment.

CarMax Auto Finance. CAF generated a pre-tax loss of $1.0 million compared with income of $31.7 million in the fourth quarter of fiscal 2007. Primarily as a result of the continuing turmoil and illiquidity in the global asset-backed credit markets, we incurred unfavorable adjustments and higher funding costs at CAF totaling $34.6 million before taxes, or $0.10 per share. "It is disappointing to have incurred these significant and largely external, market-driven expenses, which adversely affected CAF income," said Folliard. "However, we remain committed to our finance operation. We are confident CAF provides a competitive advantage for CarMax, and it allows us to maximize market share gains in all economic environments. Even including the effects of the unfavorable CAF income adjustments and high funding costs in fiscal 2008, CAF provided greater profitability and greater business stability compared with being entirely reliant on third-party financing sources."

The CAF adjustments and higher funding costs for the fourth quarter of fiscal 2008 included the following items:

   -- We increased the discount rate used to value our retained interest in
      securitized receivables from 12% to 17%, resulting in a non-cash
      adjustment that reduced CAF income by $14.7 million, for current and
      prior quarter originations.  The change in the discount rate was
      largely driven by external financial market conditions, which resulted
      in an increase in the risk premium included within the discount rate
      assumption.  Changes in the discount rate primarily affect the timing
      of income recognition, and this adjustment should result in higher
      levels of CAF interest income in future periods.

   -- We increased our loss assumptions on the outstanding receivables in
      the 2007-1, 2007-2, 2007-3 and 2008-1 pools of receivables to a range
      of 2.9% to 3.0% from the previous range of 2.3% to 2.8%.  We also
      increased the loss assumption on receivables in the warehouse
      facility.  These adjustments reduced CAF income by $8.7 million.

   -- As previously disclosed, we incurred increased funding costs for the
      2008-1 public securitization completed in January 2008, which reduced
      CAF income by $6.1 million.  This adjustment had been factored into
      our guidance for fiscal 2008 earnings that we provided when we
      released third quarter results in December 2007.

   -- Other adjustments of $5.1 million included a $2.7 million mark-to-
      market reduction in the carrying value of the subordinated bonds we
      continue to hold that were part of the 2008-1 public securitization,
      and $2.0 million related to increased funding costs for receivables in
      the warehouse facility that had been originated in previous quarters.

Excluding the effect of adjustments related to loans originated in prior quarters, CAF's gain on loans originated and sold as a percentage of loans originated and sold (the gain percentage) was 3.6% in this year's fourth quarter compared with 4.0% in the fourth quarter of fiscal 2007.

SG&A. Selling, general and administrative expenses were 10.8% of total revenues in the fourth quarter of fiscal 2008 compared with 10.7% in the prior year's fourth quarter. The increase largely resulted from the modest level of comparable store sales increases and our commitment to our ongoing growth plans, as well as our decision to continue spending on strategic, operational and Internet initiatives in fiscal 2008. In addition, the SG&A ratio in the fourth quarter of fiscal 2007 was adversely affected by a high level of pre- opening costs and a $4.9 million impairment charge associated with a subsequently divested new car franchise.

Earnings and Earnings per Share. Fourth quarter net earnings declined to $21.8 million, or $0.10 per share, from $42.1 million, or $0.19 per share, in fiscal 2007. "While the decline in the economy had a dampening effect on our sales and profits, the unprecedented turbulence in the capital markets and its effect on CAF income represented the majority of the decrease in our earnings," said Folliard.

Store Openings. During the fourth quarter, we opened two production superstores, in Omaha, Nebraska, and Jackson, Mississippi, and a non- production superstore in Baltimore, Maryland.

For the fiscal year, we opened a total of 12 superstores, expanding our store base by 16%. We entered five new markets and expanded our presence in five existing markets. These openings included four production superstores and eight non-production superstores.

During fiscal 2008, we also expanded our car-buying center test with the opening of buying centers in the Raleigh, North Carolina, and Tampa, Florida, markets. At these locations, we conduct appraisals and purchase, but do not sell, vehicles. These test centers are part of our long-term plan to increase both appraisal traffic and retail vehicle sourcing self-sufficiency.

  Supplemental Financial Information

  Sales Components

  (in millions)         Three Months Ended           Fiscal Years Ended
                       February 29 or 28 (1)         February 29 or 28 (1)
                      2008      2007   Change       2008      2007  Change
  Used vehicle
   sales           $1,679.5  $1,507.4   11.4%    $6,589.3  $5,872.8  12.2%
  New vehicle
   sales               76.2      95.6 (20.3)%       370.6     445.1 (16.7)%
  Wholesale
   vehicle sales      223.9     222.5   0.6%        985.0     918.4   7.3%
  Other sales and
   revenues:
    Expended service
     plan revenues     35.2      29.3  20.3%        132.4     114.4  15.8%
    Service
     department
     sales             23.4      22.0   6.3%         96.0      90.6   6.0%
    Third-party
     finance fees,
     net                6.4       6.1   4.8%         26.1      24.3   7.5%
  Total other sales
   and revenues        65.0      57.4  13.3%        254.6     229.3  11.0%
  Net sales and
   operating
   revenues        $2,044.6  $1,882.8   8.6%     $8,199.6   $7,465.7  9.8%

  (1) Percent calculations and amounts shown are based on amounts presented
      on the attached consolidated statements of earnings and may not sum
      due to rounding.

  Retail Vehicle Sales Changes
                                   Three Months Ended     Fiscal Years Ended
                                    February 29 or 28      February 29 or 28
                                      2008      2007        2008      2007
  Comparable store vehicle sales:
    Used vehicle units                 3%       12%          3%        9%
    New vehicle units                 (9)%      (8)%       (11)%     (11)%
    Total units                        3%       11%          2%        8%

    Used vehicle dollars               2%       14%          3%       16%
    New vehicle dollars              (10)%      (8)%       (11)%     (12)%
    Total dollars                      1%       13%          2%       13%

  Total vehicle sales:
    Used vehicle units                13%       18%         12%       16%
    New vehicle units                (20)%      (8)%       (17)%     (11)%
    Total units                       12%       17%         10%       14%

    Used vehicle dollars              11%       21%         12%       23%
    New vehicle dollars              (20)%      (8)%       (17)%     (11)%
    Total dollars                     10%       19%         10%       20%

  Retail Vehicle Sales Mix
                                    Three Months Ended    Fiscal Years Ended
                                     February 29 or 28     February 29 or 28
                                      2008      2007        2008       2007
  Vehicle units:
    Used vehicles                     97%       96%          96%       95%
    New vehicles                       3         4            4         5
    Total                            100%      100%         100%      100%

  Vehicle dollars:
    Used vehicles                     96%       94%          95%       93%
    New vehicles                       4         6            5         7
    Total                            100%      100%         100%       100%

  Unit Sales
                                    Three Months Ended    Fiscal Years Ended
                                     February 29 or 28     February 29 or 28
                                      2008      2007         2008      2007
  Used vehicles                     98,403    86,900      377,244   337,021
  New vehicles                       3,176     3,953       15,485    18,563
  Wholesale vehicles                51,256    50,692      222,406   208,959

  Average Selling Prices
                                    Three Months Ended    Fiscal Years Ended
                                     February 29 or 28     February 29 or 28
                                      2008      2007         2008      2007
  Used vehicles                    $16,915   $17,180      $17,298   $17,249
  New vehicles                     $23,862   $24,031      $23,795   $23,833
  Wholesale vehicles                $4,256    $4,277       $4,319    $4,286

  Selected Operating Ratios

  (in millions)                               Three Months Ended
                                               February 29 or 28
                                      2008     % (1)         2007     % (1)
  Net sales and operating
   revenues                       $2,044.6    100.0%     $1,882.8    100.0%
  Gross profit                      $257.1     12.6%       $240.8     12.8%
  CarMax Auto Finance (loss)
   income                            $(1.0)       -         $31.7      1.7%
  Selling, general, and
   administrative expenses          $219.9     10.8%       $201.8     10.7%
  Operating profit (EBIT) (2)        $36.3      1.8%        $70.7      3.8%
  Net earnings                       $21.8      1.1%        $42.1      2.2%

  (in millions)                                Fiscal Years Ended
                                                February 29 or 28
                                      2008     % (1)         2007      % (1)
  Net sales and operating
   revenues                       $8,199.6    100.0%     $7,465.7    100.0%
  Gross profit                    $1,072.4     13.1%       $971.1     13.0%
  CarMax Auto Finance (loss)
   income                            $85.9      1.0%       $132.6      1.8%
  Selling, general, and
   administrative expenses          $858.4     10.5%       $776.2     10.4%
  Operating profit (EBIT) (2)       $300.7      3.7%       $327.5      4.4%
  Net earnings                      $182.0      2.2%       $198.6      2.7%

  (1) Calculated as the ratio of the applicable amount to net sales and
      operating revenues.
  (2) Operating profit equals earnings before interest and income taxes.

  Gross Profit
                                              Three Months Ended
                                               February 29 or 28
                                          2008                    2007
                                  $/unit (1)   % (2)    $/unit (1)    % (2)
  Used vehicle gross profit         $1,715     10.1%       $1,826    10.5%
  New vehicle gross profit            $813      3.4%       $1,172     4.8%
  Wholesale vehicle gross profit      $809     18.5%         $805    18.4%
  Other gross profit                  $436     68.1%         $404    64.0%
  Total gross profit                $2,531     12.6%       $2,651    12.8%

                                               Fiscal Years Ended
                                                February 29 or 28
                                          2008                    2007
                                  $/unit (1)   % (2)    $/unit (1)   % (2)
  Used vehicle gross profit         $1,878     10.8%       $1,903    10.9%
  New vehicle gross profit            $994      4.2%       $1,169     4.9%
  Wholesale vehicle gross profit      $794     17.9%         $742    16.9%
  Other gross profit                  $437     67.5%         $431    66.8%
  Total gross profit                $2,731     13.1%       $2,731    13.0%

  (1) Calculated as category gross profit divided by its respective units
      sold, except the other and total categories, which are divided by
      total retail units sold.
  (2) Calculated as a percentage of its respective sales or revenue.

  Earnings Highlights

  (in millions except
   per share data)            Three Months Ended      Fiscal Years Ended
                               February 29 or 28       February 29 or 28
                             2008   2007   Change      2008    2007   Change
  Net earnings              $21.8  $42.1   (48.2)%   $182.0  $198.6   (8.3)%
  Diluted weighted average
   shares outstanding       220.8  219.8     0.5%     220.5   216.7    1.7%
  Net earnings per diluted
   share                    $0.10  $0.19   (47.4)%    $0.83   $0.92   (9.8)%

  Expectations for Fiscal Year Ending February 28, 2009

  Fiscal 2009 Superstore Openings and Capital Expenditures.

In fiscal 2009, we plan to expand our used car superstore base by approximately 16%, opening 14 used car superstores, including 7 production and 7 non-production stores. We plan to enter nine new markets and expand our presence in four existing markets. Details of the planned store openings and other material construction projects are included in the following table. Normal construction, permitting or other scheduling delays could shift the opening dates of any stores into a later period.

                                                          Produc-     Non-
                         Television        Market          tion   Production
  Location                 Market          Status         Super-     Super-
                                                         stores(1) stores(2)

  Superstore Openings:
   San Antonio, Texas(3) San Antonio      Existing market     -        1
   Modesto, California   Sacramento       Existing market     1        -
   Phoenix, Arizona      Phoenix          New market          1        1
   Charleston,
    South Carolina       Charleston       New market          -        1
   Huntsville, Alabama   Huntsville       New market          1        -
   Colorado Springs,
    Colorado             Colorado Springs New market          1        -
   Costa Mesa,
    California           Los Angeles      Existing market     -        1
   Tulsa, Oklahoma       Tulsa            New market          1        -
   Hickory,
    North Carolina       Charlotte        Existing market     -        1
   Augusta, Georgia      Augusta          New market          -        1
   Dayton, Ohio          Dayton           New market          1        -
   Cincinnati, Ohio      Cincinnati       New market          1        -
   King of Prussia,
    Pennsylvania         Philadelphia     New market          -        1
       Total planned superstore openings                      7        7

  Other Major Construction Projects:           Project Description
   Ontario, California   Los Angeles         Reconditioning expansion
   Baltimore, Maryland   Baltimore           Central reconditioning facility

(1) Previously referred to as standard superstores, these are stores at
    which vehicle reconditioning is performed.
(2) Previously referred to as satellite superstores, these are stores at
    which vehicle reconditioning is not performed.
(3) Opened in March 2008.

In fiscal 2009, we plan to open a central reconditioning facility in the Washington, D.C. / Baltimore market, where we currently have six superstores. We have experienced strong sales growth in this market, and this facility will support additional expected market share gains. In addition, we are converting our non-production store in Ontario, California, to a production store with the addition of reconditioning facilities, which will support our continued growth in the Los Angeles market.

In fiscal 2009, we also plan to expand our car-buying center test with the opening of our fourth and fifth centers, in Dallas, Texas, (opened in April 2008) and in Baltimore, Maryland. We will continue to evaluate the performance of these five test centers before deciding whether to open additional car-buying centers in future years.

We currently estimate gross capital expenditures will total approximately $350 million in fiscal 2009. Planned expenditures primarily relate to new store construction and land purchases associated with future year store openings.

We have revised our long-term store opening expectations to better reflect the actual pace of store openings in recent years and our current assessment of the optimal growth speed in future years. We now expect to open used car superstores at a rate of approximately 15% of our used car superstore base each year. Previously, we expected annual store openings in the range of 15% to 20% of our superstore base.

Fiscal 2009 Sales. "We currently anticipate comparable store used unit sales in the range of (2)% to 5% in fiscal 2009," said Folliard. The wide range reflects an expectation of continued volatility in the market for late- model used cars. We expect total revenues to increase between 7% and 14%, reflecting our planned new store openings, the comparable store sales performance and anticipated declines in both used vehicle average selling prices and new car revenues.

We are not anticipating any material change in credit availability for our customers in fiscal 2009, despite the fact that AmeriCredit Corp. is no longer one of our third-party financing providers effective April 1, 2008. We anticipate the majority of loans previously financed by AmeriCredit will be financed by other third-party providers.

Fiscal 2009 Earnings Per Share. "We currently expect fiscal 2009 earnings per share in the range of $0.78 to $0.94," continued Folliard. The width of this range reflects the uncertainty of current market conditions, especially in the capital markets. We expect to maintain our used and wholesale vehicle gross profits per unit at levels similar to those in fiscal 2008.

We are anticipating that the disruption in the capital markets will continue to adversely affect CAF income throughout fiscal 2009 relative to historical norms. We expect that funding costs for CAF will remain volatile in fiscal 2009. Based on the spreads achieved in recent comparable auto ABS transactions, we estimate that CAF will have to absorb approximately $14 million of incremental funding costs upon the refinancing of the $855 million that was outstanding in the warehouse facility at the end of fiscal 2008. In addition, we continue to explore alternate funding structures to the ABS markets. We currently believe that the CAF gain percentage in fiscal 2009 will be well below the normalized range of 3.5% to 4.5%. We expect that cumulative net loss rates on fiscal 2009 originations will be consistent with losses currently anticipated on loans originated in fiscal 2008, primarily due to the stresses of the current economy.

Our fiscal 2009 earnings estimates also reflect an expected increase in our SG&A ratio. The combination of the anticipated comparable store sales performance and the decline in average selling price, together with our continued investments supporting our growth plan will likely cause the SG&A ratio to increase in fiscal 2009. Interest expense is also expected to increase as we contemplate higher debt levels.

"While fiscal 2009 will clearly be another challenging year for us, our confidence in the strength of the CarMax model remains as high as ever," said Folliard. "We still have a huge growth opportunity ahead of us, and we continue to believe our long-term opportunity to increase earnings and grow market share remains enormous."

First Quarter Fiscal 2009 Earnings Release Date

We currently plan to release sales and earnings for the first quarter ended May 31, 2008, on Wednesday, June 18, 2008, before the opening of the New York Stock Exchange. We will host a conference call for investors at 9:00 a.m. ET on that date. Further information on this conference call will be available on our investor information home page at investor.carmax.com in June 2008.

About CarMax

CarMax, a Fortune 500 company, and one of the Fortune 2008 "100 Best Companies to Work For," is the nation's largest retailer of used cars. Headquartered in Richmond, Va., CarMax currently operates 90 used car superstores in 41 markets. The CarMax consumer offer provides our customers the opportunity to shop for vehicles the way they shop for items at other national retailers, and it is structured around four customer benefits: low, no-haggle prices; a broad selection; high quality vehicles; and a customer- friendly sales process. During the fiscal year ended February 29, 2008, we retailed 377,244 used cars and sold 222,406 wholesale vehicles at our in-store auctions. For more information, access the CarMax website at www.carmax.com.

                      CARMAX, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
                               (UNAUDITED)
                   (In thousands except per share data)

                                      Three Months Ended February 29 or 28
                                          2008     %(1)       2007      %(1)

  Sales and operating revenues:
    Used vehicle sales               $1,679,507    82.1  $1,507,407     80.1
    New vehicle sales                    76,210     3.7      95,565      5.1
    Wholesale vehicle sales             223,875    10.9     222,450     11.8
    Other sales and revenues             65,015     3.2      57,406      3.0
  Net sales and operating revenues    2,044,607   100.0   1,882,828    100.0
  Cost of sales                       1,787,480    87.4   1,641,995     87.2
  Gross profit                          257,127    12.6     240,833     12.8
  CarMax Auto Finance (loss) income        (962)     --      31,745      1.7
  Selling, general and administrative
   expenses                             219,854    10.8     201,835     10.7
  Gain on franchise disposition              --      --          --       --
  Interest expense                        1,945     0.1         924       --
  Interest income                           458      --         230       --
  Earnings before income taxes           34,824     1.7      70,049      3.7
  Provision for income taxes             12,995     0.6      27,911      1.5
  Net earnings                          $21,829     1.1     $42,138      2.2

  Weighted average common shares:(2)
    Basic                               216,705             214,482
    Diluted                             220,830             219,828

  Net earnings per share:(2)
    Basic                                 $0.10               $0.20
   Diluted                                $0.10               $0.19

                                       Fiscal Years Ended February 29 or 28
                                          2008     %(1)       2007      %(1)

  Sales and operating revenues:
    Used vehicle sales               $6,589,342    80.4  $5,872,816     78.7
    New vehicle sales                   370,603     4.5     445,144      6.0
    Wholesale vehicle sales             985,048    12.0     918,408     12.3
    Other sales and revenues            254,578     3.1     229,288      3.1
  Net sales and operating revenues    8,199,571   100.0   7,465,656    100.0
  Cost of sales                       7,127,146    86.9   6,494,594     87.0
  Gross profit                        1,072,425    13.1     971,062     13.0
  CarMax Auto Finance (loss) income      85,865     1.0     132,625      1.8
  Selling, general and administrative
   expenses                             858,372    10.5     776,168     10.4
  Gain on franchise disposition             740      --          --       --
  Interest expense                        4,955     0.1       5,373      0.1
  Interest income                         1,366      --       1,203       --
  Earnings before income taxes          297,069     3.6     323,349      4.3
  Provision for income taxes            115,044     1.4     124,752      1.7
  Net earnings                         $182,025     2.2    $198,597      2.7

  Weighted average common shares:(2)
    Basic                               216,045             212,454
    Diluted                             220,522             216,739

  Net earnings per share:(2)
    Basic                                 $0.84               $0.93
    Diluted                               $0.83               $0.92

  (1) Percents are calculated as a percentage of net sales and operating
      revenues and may not equal totals due to rounding.
  (2) Share and per share amounts have been adjusted for the effect of our
      2-for-1 stock split in March 2007.

                      CARMAX, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)
                              (In thousands)

                                                  February 29   February 28
                                                      2008         2007

  ASSETS
  Current assets:
  Cash and cash equivalents                          $12,965       $19,455
  Accounts receivable, net                            73,228        71,413
  Auto loan receivables held for sale                  4,984         6,162
  Retained interest in securitized receivables       270,761       202,302
  Inventory                                          975,777       836,116
  Prepaid expenses and other current assets           19,210        15,068

  Total current assets                             1,356,925     1,150,516

  Property and equipment, net                        862,497       651,850
  Deferred income taxes                               67,066        40,174
  Other assets                                        46,673        43,033

  TOTAL ASSETS                                    $2,333,161    $1,885,573

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Accounts payable                                  $306,013      $254,895
  Accrued expenses and other current liabilities      58,054        68,885
  Accrued income taxes                                 7,569        23,377
  Deferred income taxes                               17,710        13,132
  Short-term debt                                     21,017         3,290
  Current portion of long-term debt                   79,661       148,443

  Total current liabilities                          490,024       512,022

  Long-term debt, excluding current portion          227,153        33,744
  Deferred revenue and other liabilities             127,058        92,432

  TOTAL LIABILITIES                                  844,235       638,198

  TOTAL SHAREHOLDERS' EQUITY                       1,488,926     1,247,375

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $2,333,161    $1,885,573

                      CARMAX, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                              (In thousands)

                                                       Fiscal Years Ended
                                                        February 29 or 28
                                                        2008          2007
  Operating Activities:
  Net earnings                                      $182,025      $198,597
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
    Depreciation and amortization                     46,615        34,551
    Share-based compensation expense                  33,467        31,826
    Loss on disposition of assets                      1,404            88
    Deferred income tax benefit                      (24,405)      (14,169)
    Impairment of long-lived assets                       --         4,891
    Net (increase) decrease in:
       Accounts receivable, net                       (1,815)        5,208
       Auto loan receivables held for sale, net        1,178        (2,023)
       Retained interest in securitized receivables  (68,459)      (43,994)
       Inventory                                    (139,661)     (166,416)
       Prepaid expenses and other current assets      (4,148)       (3,857)
       Other assets                                    1,360        (3,924)
  Net increase in:
       Accounts payable, accrued expenses and
        other current liabilities, and accrued
        income taxes                                  14,561        85,633
       Deferred revenue and other liabilities         37,398        10,389
  Net cash provided by operating activities           79,520       136,800

  Investing Activities:
  Capital expenditures                              (253,106)     (191,760)
  Proceeds from sales of assets                        1,089         4,569
  (Purchases) sales of money market securities       (19,565)       16,765
  Purchases of investments available for sale         (7,100)      (20,975)
  Sales of investments available for sale             21,665         4,210
  Net cash used in investing activities             (257,017)     (187,191)

  Financing Activities:
  Increase in short-term debt, net                    17,727         2,827
  Issuances of long-term debt                        972,300     1,232,400
  Payments on long-term debt                        (841,119)   (1,244,762)
  Equity issuances, net                               14,730        35,411
  Excess tax benefits from share-based payment
   arrangements                                        7,369        22,211
  Net cash provided by financing activities          171,007        48,087

  Decrease in cash and cash equivalents               (6,490)       (2,304)
  Cash and cash equivalents at beginning of year      19,455        21,759
  Cash and cash equivalents at end of year           $12,965       $19,455