SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
10-K
x Annual
Report under section 13 or 15(d) of the Securities Exchange Act of 1934
For
the
fiscal year ended August 26, 2006, or
o Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For
the
transition period from ______ to ______.
Commission
file number 1-10714
AUTOZONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
62-1482048
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
123
South Front Street, Memphis, Tennessee 38103
(Address
of principal executive offices) (Zip Code)
(901)
495-6500
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
|
Name
of each exchange
|
Title
of each class
|
on
which registered
|
Common
Stock
|
New
York Stock Exchange
|
($.01
par value)
|
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes x No o
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Rule 13 or Section 15(d) of the Exchange
Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K § 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See the definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated filer x Accelerated
filer o Non-accelerated
filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes o
No
x
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
last sold, or the average bid and asked price of such common equity, as of
the
last business day of the registrant’s most recently completed second fiscal
quarter was $5,335,517,136.
The
number of shares of Common Stock outstanding as of October 17, 2006, was
71,303,691.
Documents
Incorporated By Reference
Portions
of the definitive Proxy Statement to be filed within 120 days of August 26,
2006, pursuant to Regulation 14A under the Securities Exchange Act of 1934
for
the Annual Meeting of Stockholders to be held December 13, 2006, are
incorporated by reference into Part III. Portions of AutoZone, Inc.’s 2006
Annual Report, which is attached as Exhibit 13.1, are incorporated by reference
into Part II and Part IV.
TABLE
OF CONTENTS
PART
I
|
5
|
Item
1. Business
|
5
|
Introduction
|
5
|
Marketing
and Merchandising Strategy
|
6
|
Commercial
|
7
|
Store
Operations
|
7
|
Store
Development
|
9
|
Purchasing
and Supply Chain
|
9
|
Competition
|
9
|
Trademarks
and Patents
|
10
|
Employees
|
10
|
AutoZone
Website
|
10
|
Executive
Officers of the Registrant
|
10
|
Item
1A. Risk Factors
|
11
|
Item
1B. Unresolved Staff Comments
|
13
|
Item
2. Properties
|
14
|
Item
3. Legal Proceedings
|
14
|
Item
4. Submission of Matters to a Vote of Security Holders
|
14
|
|
|
PART
II
|
15
|
Item
5. Market for Registrant’s Common Equity and Related Stockholder
Matters
|
15
|
Item
6. Selected Financial Data
|
16
|
Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
16
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
16
|
Item
8. Financial Statements and Supplementary Data
|
16
|
Item
9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
|
16
|
Item
9A. Controls and Procedures
|
16
|
Item
9B. Other Information
|
16
|
|
|
PART
III
|
17
|
Item
10. Directors and Officers of the Registrant
|
17
|
Item
11. Executive Compensation
|
17
|
Item
12. Security Ownership of Certain Beneficial Owners and
Management
|
17
|
Item
13. Certain Relationships and Related Transactions
|
17
|
Item
14. Principal Accountant Fees and Services
|
17
|
|
|
PART
IV
|
18
|
Item
15. Exhibits, Financial Statement Schedules, and Reports On Form
8-K
|
18
|
Forward-Looking
Statements
Certain
statements contained in this Annual Report on Form 10-K are forward-looking
statements. Forward-looking statements typically use words such as “believe,”
“anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy” and similar expressions. These are based on
assumptions and assessments made by our management in light of experience and
perception of historical trends, current conditions, expected future
developments and other factors that we believe to be appropriate. These
forward-looking statements are subject to a number of risks and uncertainties,
including without limitation, competition; product demand; the economy; the
ability to hire and retain qualified employees; consumer debt levels; inflation;
weather; raw material costs of our suppliers; energy prices; war and the
prospect of war, including terrorist activity; availability of commercial
transportation; construction delays; access to available and feasible financing;
and changes in laws or regulations. Forward-looking statements are not
guarantees of future performance and actual results, developments and business
decisions may differ from those contemplated by such forward-looking statements,
and such events could materially and adversely affect our business.
Forward-looking statements speak only as of the date made. Except as required
by
applicable law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Actual results may materially differ from anticipated
results. Please refer to the Risk Factors section contained in Item 1 under
Part
I of this Form 10-K, for more details.
PART
I
Item
1. Business
Introduction
We
are
the nation’s leading specialty retailer of automotive parts and accessories,
with most of our sales to do-it-yourself (“DIY”) customers. We began operations
in 1979 and at August 26, 2006 operated 3,771 stores in the United States,
and
100 in Mexico. Each of our stores carries an extensive product line for cars,
sport utility vehicles, vans and light trucks, including new and remanufactured
automotive hard parts, maintenance items, accessories and non-automotive
products. In many of our stores we also have a commercial sales program that
provides commercial credit and prompt delivery of parts and other products
to
local, regional and national repair garages, dealers and service stations.
We
also sell the ALLDATA brand automotive diagnostic and repair software. On the
web at www.autozone.com, we sell diagnostic and repair information, auto and
light truck parts, and accessories. We do not derive revenue from automotive
repair or installation.
At
August
26, 2006, our stores were in the following locations:
Alabama
|
88
|
Arizona
|
105
|
Arkansas
|
55
|
California
|
418
|
Colorado
|
54
|
Connecticut
|
29
|
Delaware
|
9
|
Florida
|
170
|
Georgia
|
149
|
Idaho
|
18
|
Illinois
|
180
|
Indiana
|
120
|
Iowa
|
22
|
Kansas
|
37
|
Kentucky
|
71
|
Louisiana
|
86
|
Maine
|
6
|
Maryland
|
37
|
Massachusetts
|
66
|
Michigan
|
132
|
Minnesota
|
21
|
Mississippi
|
76
|
Missouri
|
88
|
Montana
|
1
|
Nebraska
|
13
|
Nevada
|
40
|
New
Hampshire
|
15
|
New
Jersey
|
50
|
New
Mexico
|
52
|
New
York
|
111
|
North
Carolina
|
136
|
North
Dakota
|
2
|
Ohio
|
203
|
Oklahoma
|
66
|
Oregon
|
25
|
Pennsylvania
|
98
|
Puerto
Rico
|
12
|
Rhode
Island
|
15
|
South
Carolina
|
66
|
South
Dakota
|
1
|
Tennessee
|
138
|
Texas
|
457
|
Utah
|
34
|
Vermont
|
1
|
Virginia
|
78
|
Washington
|
39
|
Washington,
DC
|
6
|
West
Virginia
|
22
|
Wisconsin
|
48
|
Wyoming
|
5
|
Domestic
Total
|
3,771
|
Mexico
|
100
|
TOTAL
|
3,871
|
Marketing
and Merchandising Strategy
We
are
dedicated to providing customers with superior service, value and quality
automotive parts and products at conveniently located, well-designed stores.
Key
elements of this strategy are:
Customer
Service
Customer
service is the most important element in our marketing and merchandising
strategy, which is based upon consumer marketing research. We emphasize that
our
AutoZoners (employees) should always put customers first by providing prompt,
courteous service and trustworthy advice. Our electronic parts catalog assists
in the selection of parts; and lifetime warranties are offered by us or our
vendors on many of the parts we sell. Our wide area network in our stores helps
us to expedite credit or debit card and check approval processes, to locate
parts at neighboring AutoZone stores and in some cases to place orders directly
with our vendors.
Our
stores generally open at 7:30 or 8 a.m. and close between 8 and 10 p.m. Monday
through Saturday and typically open at 9 a.m. and close between 6 and 9 p.m.
on
Sunday. However, some stores are open 24 hours, and some have extended hours
of
6 or 7 a.m. until midnight seven days a week.
We
also
provide specialty tools through our Loan-A-Tool® program. Customers can borrow a
specialty tool, such as a steering wheel puller, for which a DIY customer or
a
repair shop would have little or no use other than for a single job. AutoZoners
also provide other free services, including check engine light readings; battery
charging; oil recycling; and testing of starters, alternators, batteries,
sensors and actuators.
Merchandising
The
following table shows some of the types of products that we sell:
Hard
Parts
|
|
Maintenance
Items
|
|
Accessories
and Non-Automotive
|
A/C
Compressors
|
|
Antifreeze
& Windshield Washer
|
|
Air
Fresheners
|
Alternators
|
|
Belts
& Hoses
|
|
Cell
Phone Accessories
|
Batteries
&
Accessories |
|
Chemicals,
including
Brake & Power |
|
Drinks &
Snacks |
Brake
Drums, Rotors,
|
|
Steering
Fluid, Oil & Fuel Additives
|
|
Floor
Mats
|
Shoes
& Pads
|
|
Fuses
|
|
Hand
Cleaner
|
Carburetors
|
|
Lighting
|
|
Neon
|
Clutches
|
|
Oil
& Transmission Fluid
|
|
Mirrors
|
CV
Axles
|
|
Oil,
Air, Fuel & Transmission Filters
|
|
Paint
& Accessories
|
Engines
|
|
Oxygen
Sensors
|
|
Performance
Products
|
Fuel
Pumps
|
|
Protectants
& Cleaners
|
|
Seat
Covers
|
Mufflers
|
|
Refrigerant
& Accessories
|
|
Steering
Wheel Covers
|
Shock
Absorbers & Struts
|
|
Sealants
& Adhesives
|
|
Stereos
|
Starters
|
|
Spark
Plugs & Wires
|
|
Tools
|
Water
Pumps
|
|
Wash
& Wax
|
|
|
|
|
Windshield
Wipers
|
|
|
We
believe that the satisfaction of DIY customers and professional technicians
is
often impacted by our ability to provide specific automotive products as
requested. Our stores generally offer approximately 21,000 stock keeping units
(“SKUs”), covering a broad range of vehicle types. Each store carries the same
basic product lines, but we tailor our parts inventory to the makes and models
of the vehicles in each store’s trade area. Our hub stores carry a larger
assortment of products that can be delivered to commercial customers or local
satellite stores. In excess of 750,000 additional SKUs of slower-selling
products are available either through our vendor direct program (“VDP”), which
offers overnight delivery, or through our salvage auto parts and original
equipment manufacturer (“OEM”) parts programs.
We
are
constantly updating the products that we offer to assure that our inventory
matches the products that our customers demand.
Pricing
We
want
to be perceived by our customers as the value leader in our industry by
consistently providing quality merchandise at the right price, backed by a
good
warranty and outstanding customer service. On many of our products we offer
multiple value choices in a good/better/best assortment, with appropriate price
and quality differences from the “good” products to the “better” and “best”
products. A key component is our exclusive line of in-house brands: Valucraft,
AutoZone, Duralast and Duralast Gold. We believe that our overall prices and
value compare favorably to those of our competitors.
Marketing:
Advertising and Promotions
We
believe that targeted advertising and promotions play important roles in
succeeding in today’s environment. We are constantly working to understand our
customers’ wants and needs so that we can build long-lasting, loyal
relationships. We utilize promotions and advertising primarily to advise
customers about the overall importance of vehicle maintenance, our great value
and the availability of high quality parts. Broadcast and targeted loyalty
efforts are our primary marketing methods of driving traffic to our stores.
We
utilize in-store signage and creative product placement to help educate
customers about products they need.
Store
Design and Visual Merchandising
We
design
and build stores for a high visual impact. The typical AutoZone store has an
industrial “high tech” appearance by utilizing colorful exterior and interior
signage, exposed beams and ductwork and brightly lighted interiors. Maintenance
products, accessories and miscellaneous items are attractively displayed for
easy browsing by customers. In-store signage and special displays promote
products on floor displays, end caps and on the shelf.
Commercial
Our
commercial sales program is one of the largest aftermarket sellers of automotive
parts and other products to local, regional and national repair garages, dealers
and service stations in the United States. As a part of the program we offer
credit and delivery to our commercial customers. The program operated out of
2,134 stores as of August 26, 2006. Through our hub stores, we offer a greater
range of parts and products desired by professional technicians, and this
additional inventory is available for our DIY customers as well. Commercial
has
a national sales team focused on national and regional commercial accounts,
as
well as an outside sales force for customers located around our commercial
stores.
Store
Operations
Store
Formats
Substantially
all AutoZone stores are based on standard store formats, resulting in generally
consistent appearance, merchandising and product mix. Approximately 85% to
90%
of each store’s square footage is selling space, of which approximately 40% to
45% is dedicated to hard parts inventory. The hard parts inventory area is
generally fronted by counters or pods that run the depth or length of the store,
dividing the hard parts area from the remainder of the store. The remaining
selling space contains displays of maintenance, accessories and non-automotive
items.
We
have
knowledgeable AutoZoners available to assist customers with their parts needs,
utilizing our proprietary electronic parts catalog with a display screen that
is
visible to both the AutoZoner and the customer. In addition to helping ensure
fast, accurate parts look-up in both English and Spanish, the parts catalog
will
also suggest additional items that a customer should purchase to properly
install the merchandise being purchased.
We
believe that our stores are “destination stores,” generating their own traffic
rather than relying on traffic created by adjacent stores. Therefore, we situate
most stores on major thoroughfares with easy access and good parking.
Store
Personnel and Training
Each
store typically employs from 10 to 16 AutoZoners, including a manager and,
in
some cases, an assistant manager. AutoZoners typically have prior automotive
experience. All AutoZoners are encouraged to complete courses resulting in
certification by the National Institute for Automotive Service Excellence
(“ASE”), which is broadly recognized for training certification in the
automotive industry. Although we do on-the-job training, we also provide formal
training programs, including an annual national sales meeting, regular store
meetings on specific sales and product issues, standardized training manuals
and
a specialist program that trains AutoZoners in several areas of technical
expertise from both the Company and from independent certification agencies.
Training is supplemented with frequent store visits by management.
Store
managers receive financial incentives through performance-based bonuses. In
addition, our growth has provided opportunities for the promotion of qualified
AutoZoners. We believe these opportunities are important to attract, motivate
and retain quality AutoZoners.
All
store
support functions are centralized in our store support centers located in
Memphis, Tennessee and Mexico. We believe that this centralization enhances
consistent execution of our merchandising and marketing strategies at the store
level, while reducing expenses and cost of sales.
Store
Automation
All
of
our stores have a proprietary electronic parts catalog that provides parts
information based on the make, model and year of a vehicle. The electronic
catalog also tracks inventory availability at the store, at other nearby stores
and through special order. The catalog display screens are placed on the hard
parts counter or pods, where both AutoZoners and customers can view the screen.
In addition, our wide area network enables the stores to expedite credit or
debit card and check approval processes, to access immediately national warranty
data, to implement real-time inventory controls and to locate and hold parts
at
neighboring AutoZone stores.
Our
stores utilize our computerized proprietary Store Management System, which
includes bar code scanning and point-of-sale data collection terminals. The
Store Management System provides administrative assistance and improved
personnel scheduling at the store level, as well as enhanced merchandising
information and improved inventory control. We believe the Store Management
System also enhances customer service through faster processing of transactions
and simplified warranty and product return procedures.
Store
Development
The
following table reflects store development during the past five fiscal
years:
|
|
Fiscal
Year
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Domestic Stores
|
|
|
3,592
|
|
|
3,420
|
|
|
3,219
|
|
|
3,068
|
|
|
3,019
|
|
New
Stores
|
|
|
185
|
|
|
175
|
|
|
202
|
|
|
160
|
|
|
102
|
|
Replaced
Stores
|
|
|
18
|
|
|
7
|
|
|
4
|
|
|
6
|
|
|
15
|
|
Closed
Stores
|
|
|
6
|
|
|
3
|
|
|
1
|
|
|
9
|
|
|
53
|
|
Net
New Stores
|
|
|
179
|
|
|
172
|
|
|
201
|
|
|
151
|
|
|
49
|
|
Ending
Domestic Stores
|
|
|
3,771
|
|
|
3,592
|
|
|
3,420
|
|
|
3,219
|
|
|
3,068
|
|
Ending
Mexico Stores
|
|
|
100
|
|
|
81
|
|
|
63
|
|
|
49
|
|
|
39
|
|
Ending
Total Stores
|
|
|
3,871
|
|
|
3,673
|
|
|
3,483
|
|
|
3,268
|
|
|
3,107
|
|
The
fiscal 2006 closed store count reflects 4 stores that remain closed temporarily
from hurricane damage. We believe that expansion opportunities exist both in
markets that we do not currently serve, as well as in markets where we can
achieve a larger presence. We attempt to obtain high visibility sites in high
traffic locations and undertake substantial research prior to entering new
markets. The most important criteria for opening a new store are its projected
future profitability and its ability to achieve our required investment hurdle
rate. Key factors in selecting new site and market locations include population,
demographics, vehicle profile, number and strength of competitors’ stores and
the cost of real estate. In reviewing the vehicle profile, we also consider
the
number of vehicles that are seven years old and older- “our kind of vehicles,”
as these are generally no longer under the original manufacturers’ warranties
and will require more maintenance and repair than younger vehicles. We generally
seek to open new stores within or contiguous to existing market areas and
attempt to cluster development in markets in a relatively short period of time.
In addition to continuing to lease or develop our own stores, we evaluate and
may make strategic acquisitions.
Purchasing
and Supply Chain
Merchandise
is selected and purchased for all stores through our two store support centers
located in Memphis, Tennessee and Mexico. No one class of product accounts
for
as much as 10 percent of our total sales. In fiscal 2006, no single supplier
accounted for more than 10 percent of our total purchases. We generally have
few
long-term contracts for the purchase of merchandise. We believe that we have
good relationships with suppliers. We also believe that alternative sources
of
supply exist, at similar cost, for most types of product sold. Most of our
merchandise flows through our distribution centers to our stores by our fleet
of
tractors and trailers or by third-party trucking firms.
Our
hub
stores have increased our ability to distribute products on a timely basis
to
many of our stores. A hub store is able to provide replenishment of products
sold and deliver other products maintained only in hub store inventories to
a
store in its coverage area generally within 24 hours. Hub stores are generally
replenished from distribution centers multiple times per week.
Competition
The
sale
of automotive parts, accessories and maintenance items is highly competitive
in
many areas, including name recognition, product availability, customer service,
store location and price. AutoZone competes in both the retail DIY and
commercial do it for me (“DIFM”) auto parts and accessories
markets.
Competitors
include national and regional auto parts chains, independently owned parts
stores, wholesalers and jobbers, repair shops, car washes and auto dealers,
in
addition to discount and mass merchandise stores, department stores, hardware
stores, supermarkets, drugstores and home stores that sell aftermarket vehicle
parts and supplies, chemicals, accessories, tools and maintenance parts.
AutoZone competes on the basis of customer service, including the trustworthy
advice of our AutoZoners, merchandise selection and availability, price, product
warranty, store layouts and location.
Trademarks
and Patents
We
have
registered several service marks and trademarks in the United States Patent
and
Trademark office as well as in certain other countries, including our service
marks, “AutoZone” and “Get in the Zone,” and trademarks, “AutoZone,” “Duralast,”
“Duralast Gold,” “Valucraft” and “ALLDATA.” We believe that the “AutoZone”
service marks and trademarks are important components of our merchandising
and
marketing strategy.
Employees
As
of
August 26, 2006, we employed approximately 53,000 persons, approximately 57
percent of whom were employed full-time. About 91 percent of our AutoZoners
were
employed in stores or in direct field supervision, approximately 6 percent
in
distribution centers and approximately 3 percent in store support functions.
Included in the above numbers are approximately 1,600 persons employed in our
Mexico operations.
We
have
never experienced any material labor disruption and believe that relations
with
our AutoZoners are generally good.
AutoZone
Website
AutoZone’s
primary website is at http://www.autozone.com. We make available, free of
charge, at our investor relations website, http://www.autozoneinc.com, our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon
as reasonably feasible after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission.
Executive
Officers of the Registrant
The
following list describes our executive officers. The title of each executive
officer includes the words “Customer Satisfaction” which reflects our commitment
to customer service. Officers are elected by and serve at the discretion of
the
Board of Directors.
William
C. Rhodes, III, 41—President
and Chief Executive Officer
William
C. Rhodes, III, has
been
President, Chief Executive Officer, and a director since March 2005. Prior
to
his appointment as President and Chief Executive Officer, Mr. Rhodes was
Executive Vice President-Store Operations and Commercial. Prior to fiscal 2005,
he had been Senior Vice President-Supply Chain and Information Technology since
fiscal 2002, and prior thereto had been Senior Vice President-Supply Chain
since
2001. Prior to that time, he served in various capacities within the Company,
including Vice-President-Stores in 2000, Senior Vice President-Finance and
Vice
President-Finance in 1999 and Vice President-Operations Analysis and Support
from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst &
Young LLP.
Bradley
W. Bacon, 53— Executive Vice President-Store Operations and
Commercial
Bradley
W. Bacon was elected Executive Vice President—Store Operations and Commercial
during fiscal 2005. Previously he served as Senior Vice President-Retail
Operations and Vice President-General Manager, Retail Operations, since joining
AutoZone in fiscal 2003. Prior to that time, he was Executive Vice President
-
Operations for Tops Markets LLC since 2000 and was Senior Vice President-
Operations for First National Supermarkets from 1996 to 1999.
William
T. Giles, 47 —
Executive Vice President, Chief Financial Officer and
Treasurer
William
T. Giles was elected Executive Vice President, Chief Financial Officer and
Treasurer during fiscal 2006. From 1991 to May 2006, he held several positions
with Linens N’ Things, Inc., most recently as the Executive Vice President and
Chief Financial Officer. Prior to 1991, he was with Melville, Inc. and
PricewaterhouseCoopers.
Harry
L. Goldsmith, 55—Executive Vice President, General Counsel and
Secretary
Harry
L.
Goldsmith was elected Executive Vice-President, General Counsel and Secretary
during fiscal 2006. Previously he was Senior Vice President, Secretary and
General Counsel since 1996 and was Vice President, General Counsel and Secretary
from 1993 to 1996.
Robert
D. Olsen, 53—Executive Vice President- Supply Chain, Information Technology,
Mexico and Store Development
Robert
D.
Olsen was elected Executive Vice President, Supply Chain, Information
Technology, Mexico and Store Development during fiscal 2006. Previously he
was
Senior Vice President since fiscal 2000 with primary responsibility for store
development and Mexico operations. From 1993 to 2000, Mr. Olsen was Executive
Vice President and Chief Financial Officer of Leslie’s Poolmart. From 1985 to
1989, Mr. Olsen held several positions with AutoZone, including Controller,
Vice
President-Finance,
and Senior Vice President and Chief Financial Officer.
James
A. Shea, 61—
Executive Vice President-Merchandising and Marketing
James
A.
Shea was elected Executive Vice President-Merchandising
and Marketing
during
fiscal 2005. He was President and Co-founder of Portero during 2004. Prior
to
2004, he was Chief Executive Officer of Party City from 1999 to 2003. From
1995
to 1999, he was with Lechters Housewares where he was Senior Vice President
Marketing and Merchandising before being named President in 1997. From 1990
to
1995, he was Senior Vice President of Home for Kaufmanns Department Store,
a
division of May Company.
Timothy
W. Briggs, 45—Senior
Vice President-Human Resources
Timothy
W. Briggs was elected Senior Vice President-Human Resources in fiscal 2006.
Prior to October 2005, he was Vice President - Field Human Resources. Mr. Briggs
joined AutoZone in 2002 as Vice President, Organization Development. From 1996
to 2002, Mr. Briggs served in various management capacities at the Limited
Inc.,
including Vice President, Human Resources.
William
W. Graves,
46—Senior
Vice President-Supply Chain
William
W. Graves was
elected Senior Vice President-Supply Chain in fiscal 2006. Prior to October
2005, he was Vice President - Supply Chain since 2000. From 1992 to 2000, Mr.
Graves served in various capacities with the Company.
Lisa
R. Kranc, 53—Senior Vice President-Marketing
Lisa
R.
Kranc was elected Senior Vice President-Marketing
during fiscal 2001. Previously, she was Vice President-Marketing
for Hannaford Bros. Co., a Maine-based grocery chain, since 1997, and was Senior
Vice President-Marketing
for Bruno’s, Inc., from 1996 to 1997. Prior to 1996, she was Vice
President-Marketing for Giant Eagle, Inc. since 1992.
Charlie
Pleas, III, 41 —Vice President and Controller
Charlie
Pleas, III, was elected Vice President and Controller during fiscal 2003.
Previously, he was Vice President-Accounting since 2000, and Director of General
Accounting since 1996. Prior to that, Mr. Pleas was a Division Controller with
Fleming Companies, Inc. where he served in various capacities from
1988.
Item
1A. Risk Factors
Our
business is subject to a variety of risks. Set forth below are certain of the
important risks that we face and that could cause actual results to differ
materially from historical results. These risks are not the only ones we face.
Our business could also be affected by additional factors that are presently
unknown to us or that we currently believe to be immaterial to our
business.
We
may not be able to increase sales by the same historic growth
rates.
We
have
increased our store count in the past five fiscal years, growing from 3,040
stores at August 25, 2001, to 3,871 stores at August 26, 2006, an average store
count increase per year of 5%. Additionally, we have increased annual revenues
in the past five fiscal years from $4.818 billion in fiscal 2001 to $5.948
billion in fiscal 2006, an average increase per year of 5%. Annual revenue
growth is driven by the opening of new stores and same-store sales. We cannot
provide any assurance that we can continue to open stores or increase same-store
sales.
Our
business depends upon qualified employees.
At
the
end of fiscal 2006, our consolidated employee count was approximately 53,000.
We
cannot assure that we can continue to hire and retain qualified employees at
current wage rates. If we do not maintain competitive wages, our customer
service could suffer by reason of a declining quality of our workforce or,
alternatively, our earnings could decrease if we increase our wage
rates.
If
demand for our products slows, then our business may be materially
affected.
Demand
for products sold by our stores depends on many factors. In the short term,
it
may depend upon:
|
• |
the
number of miles vehicles are driven annually, as higher vehicle mileage
increases the need for maintenance and repair. Mileage levels may
be
affected by gas prices and other
factors.
|
|
• |
the
number of vehicles in current service that are seven years old and
older,
as these vehicles are no longer under the original vehicle manufacturers’
warranties and will need more maintenance and repair than younger
vehicles.
|
|
• |
the
weather, as vehicle maintenance may be deferred.
|
|
• |
the
economy. In periods of rapidly declining economic conditions, both
retail
DIY and commercial DIFM customers may defer vehicle maintenance or
repair.
During periods of expansionary economic conditions, more of our DIY
customers may pay others to repair and maintain their cars instead
of
working on their own vehicles or they may purchase new vehicles.
|
For
the
long term, demand for our products may depend upon:
|
• |
the
quality of the vehicles manufactured by the original vehicle manufacturers
and the length of the warranty or maintenance offered on new
vehicles.
|
|
• |
restrictions
on access to diagnostic tools and repair information imposed by the
original vehicle manufacturers or by governmental
regulation.
|
If
we are unable to compete successfully against other businesses that sell
the products
that we sell, we could lose customers and our sales and profits
may decline.
The
sale
of automotive parts, accessories and maintenance items is highly competitive
based on many factors, including name recognition, product availability,
customer service, store location and price. Competitors are rapidly opening
locations near our existing stores. AutoZone competes as a supplier in both
the
DIY and DIFM auto parts and accessories markets.
Competitors
include national, regional and local auto parts chains, independently owned
parts stores, jobbers, repair shops, car washes and auto dealers, in addition
to
discount and mass merchandise stores, department stores, hardware stores,
supermarkets, drugstores and home stores that sell aftermarket vehicle parts
and
supplies, chemicals, accessories, tools and maintenance parts. Although we
believe we compete effectively on the basis of customer service, including
the
knowledge and expertise of our AutoZoners, merchandise quality, selection and
availability, product warranty, store layout, location and convenience, price,
and the strength of our AutoZone brand name, trademarks and service marks;
some
competitors may have competitive advantages, such as greater financial and
marketing resources, larger stores with more merchandise, longer operating
histories, more frequent customer visits and more effective advertising. If
we
are unable to continue to develop successful competitive strategies, or if
our
competitors develop more effective strategies, we could lose customers and
our
sales and profits may decline.
If
we cannot profitably increase our market share in the commercial auto
parts business,
our sales growth may be limited.
Although
we are one of the largest sellers of auto parts in the commercial market, to
increase commercial sales we must compete against national and regional auto
parts chains, independently owned parts stores, wholesalers and jobbers, repair
shops and auto dealers. Although we believe we compete effectively on the basis
of customer service, merchandise quality, selection and availability, price,
product warranty and distribution locations, and the strength of our AutoZone
brand name, trademarks and service marks, some automotive aftermarket jobbers
have been in business for substantially longer periods of time than we have,
have developed long-term customer relationships and have large available
inventories. We can make no assurances that we can profitably develop new
commercial customers or make available inventories required by commercial
customers.
If
our vendors continue to consolidate, we may pay higher prices for
our merchandise.
In
recent
years, several of our vendors have merged and others have announced plans to
merge. Further vendor consolidation could limit the number of vendors from
which
we may purchase products and could materially affect the prices we pay for
these
products.
Consolidation
among our competitors may negatively impact our business.
In
recent
years, several large auto parts chains have merged. We do not know the impact
these mergers will have upon competition in the automotive aftermarket. If
our
competitors are able to achieve efficiencies in their mergers, then there may
be
greater competitive pressures in the markets in which they are
stronger.
War
or acts of terrorism or the threat of either may negatively
impact availability
of merchandise and adversely impact our sales.
War
or
acts of terrorism, or the threat of either, may have a negative impact on our
ability to obtain merchandise available for sale in our stores. Some of our
merchandise is imported from other countries. If imported goods become difficult
or impossible to bring into the United States, and if we cannot obtain such
merchandise from other sources at similar costs, our sales and profit margins
may be negatively affected.
In
the
event that commercial transportation is curtailed or substantially delayed,
our
business may be adversely impacted, as we may have difficulty shipping
merchandise to our distribution centers and stores.
Rising
energy prices may negatively impact our profitability.
As
mentioned above, rising energy prices may impact demand for the products that
we
sell, overall transaction count and our profitability. Energy prices impact
our
merchandise distribution, commercial delivery, utility, and product costs.
Demand
for our merchandise may decline if vehicle manufacturers refuse to make
available the information our customers need to work on their own
vehicles.
Demand
for our merchandise may decline if vehicle manufacturers refuse to make
available to the automotive aftermarket industry diagnostic, repair and
maintenance information our customers, both retail (DIY) and commercial (DIFM),
require to diagnose, repair and maintain their vehicles. Without public
dissemination of this information, consumers may be forced to have all
diagnostic work, repairs and maintenance performed by the vehicle manufacturers'
dealer network.
Item
1B. Unresolved Staff Comments.
None.
Item
2. Properties
The
following table reflects the square footage and number of leased and owned
properties for our stores as of August 26, 2006:
|
|
No.
of Stores
|
|
Square
Footage
|
|
Leased
|
|
|
1,764
|
|
|
10,440,562
|
|
Owned
|
|
|
2,107
|
|
|
14,272,799
|
|
Total
|
|
|
3,871
|
|
|
24,713,361
|
|
We
have
over 3.3 million square feet in distribution centers servicing our stores,
most
of which is owned, except for approximately 1.2 million square feet that is
leased. Our distribution centers are located in Arizona, California, Georgia,
Illinois, Ohio, Tennessee, Texas and Mexico. We opened a new distribution center
near Dallas, Texas in fiscal 2005 and closed our smaller facilities in San
Antonio, Texas in fiscal 2005 and Lafayette, Louisiana in fiscal 2006. Our
primary store support center, which we own, is located in Memphis, Tennessee,
and consists of approximately 260,000 square feet. We also own and lease other
properties that are not material in the aggregate.
Item
3. Legal Proceedings
AutoZone,
Inc. is a defendant in a lawsuit entitled "Coalition for a Level Playing Field,
L.L.C., et al., v. AutoZone, Inc. et al.," filed in the U.S. District Court
for
the Southern District of New York in October 2004. The case was filed by more
than 200 plaintiffs, which are principally automotive aftermarket warehouse
distributors and jobbers (collectively “Plaintiffs”), against a number of
defendants, including automotive aftermarket retailers and aftermarket
automotive parts manufacturers. In the amended complaint, the plaintiffs allege,
inter alia, that some or all of the automotive aftermarket retailer defendants
have knowingly received, in violation of the Robinson-Patman Act (the “Act”),
from various of the manufacturer defendants benefits such as volume discounts,
rebates, early buy allowances and other allowances, fees, inventory without
payment, sham advertising and promotional payments, a share in the
manufacturers' profits, benefits of pay on scan purchases, implementation of
radio frequency identification technology, and excessive payments for services
purportedly performed for the manufacturers. Additionally, a subset of
plaintiffs alleges a claim of fraud against the automotive aftermarket retailer
defendants based on discovery issues in a prior litigation involving similar
Robinson-Patman Act claims. In the prior litigation, the discovery dispute,
as
well as the underlying claims, were decided in favor of AutoZone and the other
automotive aftermarket retailer defendants who proceeded to trial, pursuant
to a
unanimous jury verdict which was affirmed by the Second Circuit Court of
Appeals. In the current litigation, plaintiffs seek an unspecified amount of
damages (including statutory trebling), attorneys' fees, and a permanent
injunction prohibiting the aftermarket retailer defendants from inducing and/or
knowingly receiving discriminatory prices from any of the aftermarket
manufacturer defendants and from opening up any further stores to compete with
plaintiffs as long as defendants allegedly continue to violate the Act. The
Company believes this suit to be without merit and is vigorously defending
against it. Defendants have filed motions to dismiss all claims with prejudice
on substantive and procedural grounds. Additionally, the Defendants have sought
to enjoin plaintiffs from filing similar lawsuits in the future. If granted
in
their entirety, these dispositive motions would resolve the litigation in
Defendants' favor.
On
June
22, 2005, the Attorney General of the State of California, in conjunction with
District Attorneys for San Bernardino, San Joaquin and Monterey Counties, filed
suit in the San Bernardino County Superior Court against AutoZone, Inc. and
its
California subsidiaries. The San Diego County District Attorney later joined
the
suit. The lawsuit alleges that AutoZone failed to follow various state statutes
and regulations governing the storage and handling of used motor oil and other
materials collected for recycling or used for cleaning AutoZone stores and
parking lots. The suit seeks $12.0 million in penalties and injunctive relief.
AutoZone
is involved in various other legal proceedings incidental to the conduct of
our
business. Although the amount of liability that may result from these other
proceedings cannot be ascertained, we do not currently believe that, in the
aggregate, they will result in liabilities material to our financial condition,
results of operations, or cash flows.
Item
4. Submission of Matters to a Vote of Security Holders
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity and Related Stockholder
Matters
AutoZone’s
common stock is listed on the New York Stock Exchange under the symbol “AZO.” On
October 17, 2006, there were 3,589 stockholders of record, which does not
include the number of beneficial owners whose shares were represented by
security position listings.
We
currently do not pay a cash dividend on our common stock. Any payment of
dividends in the future would be dependent upon our financial condition, capital
requirements, earnings, cash flow and other factors.
The
following table sets forth the high and low sales prices per share of common
stock, as reported by the New York Stock Exchange, for the periods
indicated:
|
|
Price
Range of Common Stock
|
|
|
|
High
|
|
Low
|
|
Fiscal
Year Ended August 26, 2006:
|
|
|
|
|
|
Fourth
quarter
|
|
$
|
94.61
|
|
$
|
83.81
|
|
Third
quarter
|
|
$
|
102.00
|
|
$
|
91.35
|
|
Second
quarter
|
|
$
|
99.32
|
|
$
|
86.50
|
|
First
quarter
|
|
$
|
97.08
|
|
$
|
77.76
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ended August 27, 2005:
|
|
|
|
|
|
|
|
Fourth
quarter
|
|
$
|
103.94
|
|
$
|
82.21
|
|
Third
quarter
|
|
$
|
99.90
|
|
$
|
81.06
|
|
Second
quarter
|
|
$
|
96.25
|
|
$
|
84.02
|
|
First
quarter
|
|
$
|
89.70
|
|
$
|
73.16
|
|
During
1998 the Company announced a program permitting the Company to repurchase a
portion of its outstanding shares not to exceed a dollar maximum established
by
the Company’s Board of Directors. The program was most recently amended in March
2006, to increase the repurchase authorization to $4.9 billion from $4.4
billion. The program does not have an expiration date.
Shares
of
common stock repurchased by the Company during the quarter ended August 26,
2006, were as follows:
Period
|
|
Total
Number of Shares Purchased
|
|
Average
Price Paid per Share
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans
or
Programs
|
|
Maximum
Dollar Value that May Yet Be Purchased Under the Plans or Programs
|
|
May
7, 2006, to
June
3, 2006
|
|
|
782,600
|
|
$
|
90.26
|
|
|
90,263,428
|
|
$
|
489,488,845
|
|
June
4, 2006, to
July
1, 2006
|
|
|
2,279,095
|
|
|
92.23
|
|
|
92,542,523
|
|
|
279,293,809
|
|
July
2, 2006, to
July
29, 2006
|
|
|
405,986
|
|
|
86.32
|
|
|
92,948,509
|
|
|
244,248,534
|
|
July
30, 2006, to
August
26, 2006
|
|
|
273,600
|
|
|
88.01
|
|
|
93,222,109
|
|
|
220,168,283
|
|
Total
|
|
|
3,741,281
|
|
$
|
90.87
|
|
|
93,222,109
|
|
$
|
220,168,283
|
|
The
Company also repurchased, at fair value, an additional 62,293 shares in fiscal
2006, 87,974 shares in fiscal 2005, and 102,084 shares in fiscal 2004 from
employees electing to sell their stock under the Company’s Third Amended and
Restated Employee Stock Purchase Plan, qualified under Section 423 of the
Internal Revenue Code, under which all eligible employees may purchase
AutoZone’s common stock at 85% of the lower of the market price of the common
stock on the first day or last day of each calendar quarter through payroll
deductions. Maximum permitted annual purchases are $15,000 per employee or
10
percent of compensation, whichever is less. Under the plan, 51,167 shares were
sold to employees in fiscal 2006, 59,479 shares were sold in fiscal 2005, and
66,572 shares were sold in fiscal 2004. At August 26, 2006, 425,036 shares
of
common stock were reserved for future issuance under this plan. Once executives
have reached the maximum under the employee stock purchase plan, the Amended
and
Restated Executive Stock Purchase Plan permits all eligible executives to
purchase AutoZone’s common stock up to 25 percent of his or her annual salary
and bonus. Purchases by executives under this plan were 811 shares in fiscal
2006, 5,366 shares in fiscal 2005 and 11,005 shares in fiscal 2004. At August
26, 2006, 264,294 shares of common stock were reserved for future issuance
under
this plan.
Item
6. Selected Financial Data
The
information contained in AutoZone, Inc.’s 2006 Annual Report, filed as Exhibit
13.1 to this Form 10-K, in the section entitled “Selected Financial Data,” is
incorporated herein by reference in response to this item.
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of
Operations
The
information contained in AutoZone, Inc.’s 2006 Annual Report, filed as Exhibit
13.1 to this Form 10-K, in the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” is incorporated
herein by reference in response to this item.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
The
information contained in AutoZone, Inc.’s 2006 Annual Report, filed as Exhibit
13.1 to this Form 10-K, in the section entitled “Quantitative and Qualitative
Disclosures About Market Risk,” is incorporated herein by reference in response
to this item.
Item
8. Financial Statements and Supplementary Data
The
information contained in AutoZone, Inc.’s 2006 Annual Report, filed as Exhibit
13.1 to this Form 10-K, in the section entitled “Consolidated Financial
Statements,” is incorporated herein by reference in response to this
item.
Item
9. Changes In and Disagreements with Accountants on Accounting
and Financial
Disclosure
Not
applicable.
Item
9A. Controls and Procedures
As
of
August 26, 2006, an evaluation was performed under the supervision and with
the
participation of AutoZone’s management, including the Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of August 26, 2006.
Based
on that evaluation, our management, including the Chief Executive Officer and
the Chief Financial Officer, concluded that our disclosure controls and
procedures were effective. During or subsequent to the fiscal year ended August
26, 2006, there were no changes in our internal controls that have materially
affected or are reasonably likely to materially affect internal controls over
financial reporting.
Item
9B. Other Information
Not
applicable.
PART
III
Item
10. Directors and Officers of the Registrant
The
information set forth in Part I of this document in the section entitled
“Executive Officers of the Registrant,” is incorporated herein by reference in
response to this item. Additionally, the information contained in AutoZone,
Inc.’s Proxy Statement dated October 25, 2006, in the sections entitled
“Proposal 1 - Election of Directors” and “Section 16(a) Beneficial Ownership
Reporting Compliance,” is incorporated herein by reference in response to this
item.
The
Company has adopted a Code of Ethical Conduct for Financial Executives that
applies to its chief executive officer, chief financial officer, chief
accounting officer and persons performing similar functions. The Company has
filed a copy of this Code of Ethical Conduct as Exhibit 14.1 to this Form 10-K.
The Company has also made the Code of Ethical Conduct available on its investor
relations website at http://www.autozoneinc.com.
Item
11. Executive Compensation
The
information contained in AutoZone, Inc.’s Proxy Statement dated October 25,
2006, in the section entitled “Executive Compensation,” is incorporated herein
by reference in response to this item.
Item
12. Security Ownership of Certain Beneficial Owners and
Management
The
information contained in AutoZone, Inc.’s Proxy Statement dated October 25,
2006, in the sections entitled “Security Ownership of Management” and “Security
Ownership of Certain Beneficial Owners,” is incorporated herein by reference in
response to this item.
Item
13. Certain Relationships and Related Transactions
Not
applicable.
Item
14. Principal Accountant Fees and Services
The
information contained in AutoZone, Inc.’s Proxy Statement dated October 25,
2006, in the section entitled “Proposal 4 - Ratification of Independent
Registered Public Accounting Firm,” is incorporated herein by reference in
response to this item.
PART
IV
Item
15. Exhibits, Financial Statement Schedules, and Reports On Form
8-K
(a)
Financial Statements
The
following financial statements, related notes and reports of independent
registered public accounting firm from AutoZone, Inc.’s 2006 Annual Report are
incorporated herein by reference in response to this item:
Report
of Independent Registered Public Accounting Firm
|
Report
of Independent Registered Public Accounting Firm on Internal Control
Over
Financial Reporting
|
Consolidated
Statements of Income for the fiscal years ended August 26, 2006,
August
27, 2005, and
August 28, 2004
|
Consolidated
Balance Sheets as of August 26, 2006, and August 27,
2005
|
Consolidated
Statements of Cash Flows for the fiscal years ended August 26, 2006,
August 27, 2005, and
August 28, 2004
|
Consolidated
Statements of Stockholders’ Equity for the fiscal years ended August 26,
2006, August 27, 2005, and
August 28, 2004
|
Notes
to Consolidated Financial
Statements
|
(b) Exhibits
The
Exhibit Index following this document’s signature pages is incorporated herein
by reference in response to this item.
(c)
Financial Statement Schedules
Schedules
are omitted because the information is not required or because the information
required is included in the financial statements or notes thereto.
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.
|
|
|
|
AUTOZONE,
INC.
|
|
|
|
Dated October
25, 2006 |
By: |
/s/ William
C. Rhodes, III |
|
William
C. Rhodes, III
President
and Chief
Executive Officer
(Principal
Executive Officer)
|
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/
J. R. Pitt Hyde, III
|
|
Chairman
of the Board, Director
|
|
October
25, 2006
|
J.
R. Pitt Hyde, III
|
|
|
|
|
|
|
|
|
|
/s/
William C. Rhodes, III
|
|
President,
Chief Executive Officer,
|
|
October
25, 2006
|
William
C. Rhodes, III
|
|
&
Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
William T. Giles
|
|
Executive
Vice President, Chief Financial Officer, &
Treasurer
|
|
October
25, 2006
|
William
T. Giles
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
/s/
Charlie Pleas, III
|
|
Vice
President, Controller
|
|
October
25, 2006
|
Charlie
Pleas, III
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Charles M. Elson
|
|
Director
|
|
October
25, 2006
|
Charles
M. Elson
|
|
|
|
|
|
|
|
|
|
/s/
Sue E. Gove
|
|
Director
|
|
October
25, 2006
|
Sue
E. Gove
|
|
|
|
|
|
|
|
|
|
/s/
Earl G. Graves, Jr.
|
|
Director
|
|
October
25, 2006
|
Earl
G. Graves, Jr.
|
|
|
|
|
|
|
|
|
|
/s/
N. Gerry House
|
|
Director
|
|
October
25, 2006
|
N.
Gerry House
|
|
|
|
|
|
|
|
|
|
/s/
Edward S. Lampert
|
|
Director
|
|
October
25, 2006
|
Edward
S. Lampert
|
|
|
|
|
|
|
|
|
|
/s/
W. Andrew McKenna
|
|
Director
|
|
October
25, 2006
|
W.
Andrew McKenna
|
|
|
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/s/
George R. MrKonic, Jr.
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Director
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October
25, 2006
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George
R. MrKonic, Jr.
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EXHIBIT
INDEX
3.1
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Restated
Articles of Incorporation of AutoZone, Inc. Incorporated by reference
to
Exhibit 3.1 to the Form 10-Q for the quarter ended February 13,
1999.
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3.2
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Third
Amended and Restated By-laws of AutoZone, Inc. Incorporated by reference
to Exhibit 3.1 to the Form 8-K dated October 1, 2002.
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4.1
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Senior
Indenture, dated as of July 22, 1998, between AutoZone, Inc. and
the First
National Bank of Chicago. Incorporated by reference to Exhibit 4.1
to the
Form 8-K dated July 17, 1998.
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4.2
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Third
Amended and Restated AutoZone, Inc. Employee Stock Purchase Plan.
Incorporated by reference to Exhibit 4.1 to the Form 10-Q for the
quarter
ended February 15, 2003.
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4.3
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Indenture
dated as of August 8, 2003, between AutoZone, Inc. and Bank One Trust
Company, N.A. Incorporated by reference to Exhibit 4.1 to the Form
S-3
(No. 333-107828) filed August 11, 2003.
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4.4
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Form
of 6.95% Senior Note due 2016.
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*10.1
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Fourth
Amended and Restated Director Stock Option Plan. Incorporated by
reference
to Exhibit 10.1 to the Form 10-Q for the quarter ended May 4,
2002.
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*10.2
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Second
Amended and Restated 1998 Director Compensation Plan. Incorporated
by
reference to Exhibit 10.2 to the Form 10-K for the fiscal year ended
August 26, 2000.
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*10.3
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Third
Amended and Restated 1996 Stock Option Plan. Incorporated by reference
to
Exhibit 10.3 to the Form 10-K for the fiscal year ended August 30,
2003.
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*10.4
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Form
of Incentive Stock Option Agreement. Incorporated by reference to
Exhibit
10.2 to the Form 10-Q for the quarter ended November 23,
2002.
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*10.5
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Form
of Non-Qualified Stock Option Agreement. Incorporated by reference
to
Exhibit 10.1 to the Form 10-Q for the quarter ended November 23,
2002.
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*10.6
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AutoZone,
Inc. Executive Deferred Compensation Plan. Incorporated by reference
to
Exhibit 10.3 to the Form 10-Q for the quarter ended February 12,
2000.
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*10.7
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Form
of Amended and Restated Employment and Non-Compete Agreement between
AutoZone, Inc. and various executive officers. Incorporated by reference
to Exhibit 10.1 to the Form 10-Q for the quarter ended November 22,
1999.
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*10.8
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Form
of Employment and Non-Compete Agreement between AutoZone, Inc., and
various officers. Incorporated by reference to Exhibit 10.2 to the
Form
10-Q for the quarter ended November 18, 2000.
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*10.9
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AutoZone,
Inc., Amended and Restated Executive Stock Purchase Plan. Incorporated
by
reference to Exhibit 10.20 to the Form 10-K for the fiscal year ended
August 31, 2002.
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*10.10
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AutoZone,
Inc. 2003 Director Stock Option Plan. Incorporated by reference to
Appendix C to the definitive proxy statement dated November 1, 2002,
for
the annual meeting of stockholders held December 12,
2002.
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*10.11
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AutoZone,
Inc. 2003 Director Compensation Plan. Incorporated by reference to
Appendix D to the definitive proxy statement dated November 1, 2002,
for
the annual meeting of stockholders held December 12,
2002.
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*10.12
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Amended
and Restated AutoZone, Inc. Executive Deferred Compensation Plan.
Incorporated by reference to Exhibit 10.1 to the Form 10-Q for the
quarter
ended February 15, 2003.
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*10.13
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Amended
and Restated Employment and Non-Compete Agreement between Steve Odland
and
AutoZone, Inc., dated October 23, 2003. Incorporated by reference
to
Exhibit 10.1 to the Form 10-Q for the quarter ended November 22,
2003.
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*10.14
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Second
Amended and Restated Executive Stock Purchase Plan. Incorporated
by
reference to Exhibit 10.2 to the Form 10-Q for the quarter ended
February
14, 2004.
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10.15
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Amended
and Restated Five-Year Credit Agreement dated as of May 17, 2004,
among
AutoZone, Inc., as borrower, the several lenders from time to time
party
thereto, and Fleet National Bank, as Administrative Agent and Citicorp
USA, Inc., as Syndication Agent. Incorporated by reference to Exhibit
10.1
to the Form 10-Q for the quarter ended May 8, 2004.
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10.16
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Credit
Agreement dated as of December 23, 2004, among AutoZone, Inc., as
Borrower, the Several Lenders from time to time party thereto, Fleet
National Bank, as Administrative Agent, Wachovia Bank, National
Association, as Syndication Agent, Wachovia Capital Markets, LLC,
as Joint
Lead Arranger and Sole Book Manager, Banc of America Securities LLC
as
Joint Lead Arranger, and Calyon New York Branch, BNP Paribas and
Regions
Bank as Co-Documentation Agents. Incorporated by reference to Exhibit
10.1
to Form 8-K dated December 23, 2004 (filed with the Securities and
Exchange Commission on December 29, 2004).
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10.17
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Lenders’
consent to extend the termination date of the Company’s Amended and
Restated 5-Year Credit Agreement dated as of May 17, 2004 for an
additional period of one year, to May 17, 2010. Incorporated by reference
to Exhibit 10.2 to the Form 10-Q for the quarter ended May 7,
2005.
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10.18
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Lenders’
consent to extend the termination date of the Company’s Amended and
Restated 364-Day Credit agreement dated as of May 17, 2004 for an
additional period of 364 days, to May 15, 2006. Incorporated by reference
to Exhibit 10.3 to the Form 10-Q for the quarter ended May 7,
2005.
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*10.19
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Description
of severance agreement. Incorporated by reference to Exhibit 10.22
to the
Form 10-K for the fiscal year ended August 27, 2005.
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*10.20
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Agreement
dated as of October 19, 2005, between AutoZone, Inc. and Michael
E. Longo.
Incorporated by reference to Exhibit 10.1 to the Form 10-Q for the
quarter
ended May 6, 2006.
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*10.21
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Offer
letter dated April 13, 2006, to William T. Giles. Incorporated by
reference to Exhibit 10.2 to the Form 10-Q for the quarter ended
May 6,
2006.
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10.22
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First
Amendment dated as of May 5, 2006, to the Credit Agreement dated
as of
December 23, 2004, among AutoZone, Inc., as Borrower, the Several
Lenders
from time to time party thereto, Bank of America, N.A, as Administrative
Agent, and Wachovia Bank, National Association, as Syndication Agent.
Incorporated by reference to Exhibit 10.3 to the Form 10-Q for the
quarter
ended May 6, 2006.
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10.23
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Four-Year
Credit Agreement dated as of May 5, 2006, among AutoZone, Inc. as
Borrower, the Several Lenders from time to time party thereto, Bank
of
America, N.A., as Administrative Agent, and Citicorp USA, Inc. as
Syndication Agent. Incorporated by reference to Exhibit 10.4 to the
Form
10-Q for the quarter ended May 6, 2006.
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10.24
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Second
Amended and Restated Five-Year Credit Agreement dated as of May 5,
2006,
among AutoZone, Inc. as Borrower, the Several Lenders from time to
time
party thereto, Bank of America, N.A. as Administrative Agent and
Swingline
Lender, and Citicorp USA, Inc. as Syndication Agent. Incorporated
by
reference to Exhibit 10.5 to the Form 10-Q for the quarter ended
May 6,
2006.
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12.1
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Computation
of Ratio of Earnings to Fixed Charges.
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13.1
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Fiscal
2006 Annual Report.
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14.1
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Code
of Ethical Conduct. Incorporated by reference to Exhibit 14.1 of
the Form
10-K for the fiscal year ended August 30, 2003.
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21.1
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Subsidiaries
of the Registrant.
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23.1
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Consent
of Ernst & Young LLP.
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31.1
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Certification
of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2
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Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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*
Management contract or compensatory plan or arrangement.