Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ (do not check if a smaller reporting company) | Smaller reporting company ☐ |
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | Selected Financial Data. |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accountant Fees and Services. |
(a)(1) | Not applicable. |
(a)(2) | Not applicable. |
(a)(3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(c) | Not applicable. |
By: | CarMax Auto Funding LLC, |
as Depositor on behalf of CarMax Auto Owner Trust 2014-3 | |
By: | /s/ Andrew J. McMonigle |
Name: | Andrew J. McMonigle |
Title: | Vice President, Treasurer and Assistant Secretary |
(Senior officer in charge of securitization) |
Exhibit Number | Description of Exhibit |
3.1 | Certificate of Formation of CarMax Auto Funding LLC.* |
3.2 | Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.** |
4.1 | Indenture dated as of August 1, 2014 between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee (including forms of the Notes).*** |
4.2 | Amended and Restated Trust Agreement dated as of August 1, 2014 between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.*** |
10.1 | Sale and Servicing Agreement dated as of August 1, 2014 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.*** |
10.2 | Administration Agreement dated as of August 1, 2014 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and Wells Fargo Bank, National Association, as indenture trustee.*** |
10.3 | Receivables Purchase Agreement dated as of August 1, 2014 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.*** |
31.1 | Rule 13a-14(d)/15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification). |
33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC. |
33.2 | Report on Assessment of Compliance with Applicable Servicing Criteria of Wells Fargo Bank, National Association. |
34.1 | Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC. |
34.2 | Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of Wells Fargo Bank, National Association. |
35.1 | Annual Servicing Compliance Statement of CarMax Business Services, LLC. |
________________________________________________________________________ | |
* | Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925). |
** | Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189). |
*** | Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on August 13, 2014 (File No. 333-107925 and File No. 333-189212-05). |
1. | I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of CarMax Auto Owner Trust 2014-3 (the "Exchange Act periodic reports"); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
1. | CarMax Business Services, LLC ("CarMax") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of February 29, 2016 and for the fiscal year ended February 29, 2016 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report consist of all asset-backed securities transactions sponsored by CarMax involving motor vehicle retail installment sale contracts that were commenced with an initial bona fide offer after December 31, 2005 where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), as identified in Appendix B hereto. |
2. | CarMax has engaged certain vendors (the "Vendors") that are not servicers as defined in Item 1101(j) of Regulation AB to perform specific, limited or scripted activities, and CarMax elects to take responsibility for assessing compliance with the serving criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto. CarMax has policies and procedures in place to provide reasonable assurance that each Vendor's activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to such Vendor. |
3. | Except as set forth in paragraph 4 below, CarMax used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria as of February 29, 2016 and for the Reporting Period with respect to the Platform taken as a whole. |
4. | The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to CarMax based on the activities it performs, directly or through its Vendors, with respect to the Platform. |
5. | CarMax has complied, in all material respects, with the applicable servicing criteria as of February 29, 2016 and for the Reporting Period with respect to the Platform taken as a whole. |
6. | CarMax has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of February 29, 2016 and for the Reporting Period with respect to the Platform taken as a whole. |
7. | CarMax has not identified any material deficiency in its policies and procedures to monitor compliance by the Vendors with the applicable servicing criteria as of February 29, 2016 and for the Reporting Period with respect to the Platform taken as a whole. |
8. | KPMG LLP, an independent registered public accounting firm, has issued an attestation report on CarMax's assessment of compliance with the applicable servicing criteria as of February 29, 2016 and for the Reporting Period. |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | ||
Reference | Criteria | Performed Directly by CarMax | Performed by Vendor(s) for which CarMax is the Responsible Party | NOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax |
General Servicing Conditions | ||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | X | ||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | X(1) | ||
Cash Collection and Administration | ||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X(2) | X(2) | |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X(3) | ||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash)as set forth in the transaction agreements. | X | ||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-l(b)(I) of the Securities Exchange Act. | X | ||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X | ||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | ||
Reference | Criteria | Performed Directly by CarMax | Performed by Vendor(s) for which CarMax is the Responsible Party | NOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax |
Investor Remittances and Reporting | ||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | ||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | ||
Pool Asset Administration | ||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||
1122(d)(4)(ii) | Pool asset and related documents are safeguarded as required by the transaction agreements | X | X(4) | |
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X(5) | ||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||
1122(d)(4)(v) | The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. | X | ||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X | ||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X(6) | X(6) | |
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | ||
Reference | Criteria | Performed Directly by CarMax | Performed by Vendor(s) for which CarMax is the Responsible Party | NOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax |
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | X | ||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(I) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
(1) | With respect to applicable servicing criterion 1122(d)(1)(v), CarMax has assessed compliance for all transactions in the Platform (including those issuing securities on or before November 23, 2015, for which compliance was previously assessed under other servicing criteria) for the entire assessment period as of and for the fiscal year ended February 29, 2016. |
(2) | Certain payments received from obligors with respect to certain pool assets are deposited into the applicable accounts by a third party lockbox provider. As permitted by Section 200.06 of the SEC Division of Corporation Finance Compliance and Disclosure Interpretations (Regulation AB and Related Rules) ("C&DI 200.06"), CarMax has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criteria under Item 1122(d)(2)(i) of Regulation AB that relates to that vendor's activities. |
(3) | With respect to applicable servicing criterion 1122(d)(2)(iii), there were no activities performed during the twelve months ended February 29, 2016 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. |
(4) | Safeguarding and storage of original motor vehicle retail installment sale contracts are provided by a third party vendor. As permitted by C&DI 200.06, CarMax has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criteria under Item 1122(d)(4)(ii) of Regulation AB that relates to that vendor's activities. |
(5) | With respect to applicable servicing criterion 1122(d)(4)(iii), there were no activities performed during the twelve months ended February 29, 2016 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. |
(6) | Certain recovery actions are conducted by third party vendors on behalf of CarMax. As permitted by C&DI 200.06, CarMax has elected to take responsibility for assessing compliance by such vendors with that portion of the servicing criteria under Item 1122(d)(4)(vii) of Regulation AB that relates to such vendors' activities. |
WELLS FARGO BANK, National Association | |
By: | /s/ Bruce Wandersee |
Bruce Wandersee | |
Title: | Senior Vice President |
Dated: | April 29, 2016 |
February ABS Platform Transactions |
CarMax Auto Owner Trust 2011-1 |
CarMax Auto Owner Trust 2011-2 |
CarMax Auto Owner Trust 2011-3 |
CarMax Auto Owner Trust 2012-1 |
CarMax Auto Owner Trust 2012-2 |
CarMax Auto Owner Trust 2012-3 |
CarMax Auto Owner Trust 2013-1 |
CarMax Auto Owner Trust 2013-2 |
CarMax Auto Owner Trust 2013-3 |
CarMax Auto Owner Trust 2013-4 |
CarMax Auto Owner Trust 2014-1 |
CarMax Auto Owner Trust 2014-2 |
CarMax Auto Owner Trust 2014-3 |
CarMax Auto Owner Trust 2014-4 |
CarMax Auto Owner Trust 2015-1 |
CarMax Auto Owner Trust 2015-2 |
CarMax Auto Owner Trust 2015-3 |
CarMax Auto Owner Trust 2015-4 |
CarMax Auto Owner Trust 2016-1 |
1. | CarMax Business Services, LLC is, as of the date hereof, the Servicer under the Sale and Servicing Agreement. |
2. | The undersigned is duly authorized to execute and deliver this Officer's Certificate. |
3. | A review of the activities of the Servicer during the period beginning on March 1, 2015 and ending on February 29, 2016 and of the Servicer's performance under the Sale and Servicing Agreement was made under my supervision. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout such period. |