Item 1.
Business.
Item 1A.
Item 1A.
Risk Factors.
Item 2.
Properties.
Item 3.
Legal Proceedings.
Item 4.
Submission of Matters to a Vote of Security Holders.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2007-3 (the "Issuing Entity").
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the "Notes") issued by the Issuing Entity.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.
Item 1117 of Regulation AB. Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer, the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), Wells Fargo Bank, National Association (the "Indenture Trustee"), The Bank of New York (the "Owner Trustee"), the Issuing Entity, or of which any property of the foregoing is the subject, that are or would be material to holders of the Notes.
PART II
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.
Item 6.
Selected Financial Data.
Item 7.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A.
Controls and Procedures
.
Item 9A(T). Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance.
Item 11.
Item 11.
Executive Compensation.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Item 14.
Item 14.
Principal Accounting Fees and Services.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The following documents are filed as part of this report:
Exhibit Number Description of Exhibit
33.1
Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.
34.1
Report of Independent Registered Public Accounting Firm.
The Servicer has been identified by the registrant as a party participating in the servicing function with respect to the asset pool held by the Issuing Entity. The Servicer has completed a report on an assessment of compliance with the servicing criteria applicable to it (the "Servicing Report"), which Servicing Report is attached as an exhibit to this report on Form 10-K. In addition, the Servicer has provided an attestation report under Item 1122 of Regulation AB (the "Attestation Report") by a registered public accounting firm, which report is also attached as an exhibit to this report on Form 10-K. Neither the Servicing Report nor the Attestation Report identifies any material instance of noncompliance with the servicing criteria applicable to the Servicer.
A report on an assessment of compliance with the servicing criteria applicable to it and a related attestation report under Item 1122 of Regulation AB by a registered public accounting firm with respect to the Indenture Trustee has been omitted from this report on Form 10-K in reliance on Interpretation 17.01 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The following document is filed as part of this report:
Exhibit Number Description of Exhibit
35.1
Annual Servicer Compliance Statement of CarMax Business Services, LLC.
The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a "Compliance Statement") signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 23, 2008
CARMAX AUTO OWNER TRUST 2007-3
By: CarMax Business Services, LLC,
as Servicer on behalf of CarMax Auto Owner Trust 2007-3
/s/ Keith D. Browning
Name: Keith D. Browning
Title: Executive Vice President and Chief Financial Officer
(Senior officer in charge of the servicing function)
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d)
of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
EXHIBIT INDEX
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
Amended and Restated Trust Agreement dated as of September 1, 2007 among CarMax Auto Funding LLC, as depositor, The Bank of New York (Delaware), as Delaware trustee, and The Bank of New York, as owner trustee.***
4.2
Indenture dated as of September 1, 2007 between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee (including forms of the Notes).***
10.1
Sale and Servicing Agreement dated as of September 1, 2007 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***
10.2
Administration Agreement dated as of September 1, 2007 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 September 1, 2007 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***
10.4
ISDA Master Agreement dated as of September 19, 2007 between Wachovia Bank, National Association (the "Swap Counterparty") and the Issuing Entity.***
10.5
Schedule to the ISDA Master Agreement dated as of September 19, 2007 between the Swap Counterparty and the Issuing Entity.***
10.6
Credit Support Annex to the Schedule to the ISDA Master Agreement dated as of September 19, 2007 between the Swap Counterparty and the Issuing Entity.***
10.7
Swap Transaction Confirmation dated as of September 19, 2007 between the Swap Counterparty and the Issuing Entity with respect to the Class A-2b Notes.***
10.8
Swap Transaction Confirmation dated as of September 19, 2007 between the Swap Counterparty and the Issuing Entity with respect to the Class A-3b Notes.***
31.1
Certification of CarMax Auto Funding LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
33.1
Report on Assessment of Compliance with Servicing Criteria of CarMax Business Services, LLC.
34.1
Report of Independent Registered Public Accounting Firm.
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 August 13, 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 September 20, 2007 (File No. 333-132357 and File No. 333-132357-05).