SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x |
Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
the
quarterly period ended May 5, 2007, 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 incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
123
South Front Street
Memphis,
Tennessee 38103
(Address
of principal executive offices) (Zip Code)
(901)
495-6500
(Registrant's
telephone number, including area code)
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 periods 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 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
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Common
Stock, $.01 Par Value - 67,287,665 shares outstanding as of June 1,
2007.
TABLE
OF CONTENTS
PART
I. FINANCIAL INFORMATION
|
|
Item
1. Financial Statements
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
3
|
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
|
4
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
5
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
6
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
10
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
11
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
14
|
Item
4. Controls and Procedures
|
15
|
PART
II. OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
15
|
Item
1A. Risk Factors
|
15
|
Item
2. Changes in Securities and Use of Proceeds
|
15
|
Item
3. Defaults Upon Senior Securities
|
15
|
Item
4. Submission of Matters to a Vote of Security Holders
|
15
|
Item
5. Other Information
|
15
|
Item
6. Exhibits
|
16
|
SIGNATURES
|
16
|
EXHIBIT
INDEX
|
17
|
EX.10.1
OFFER LETTER
|
|
EX.12.1
RATIO OF EARNINGS TO FIXED CHARGES
|
|
EX.15.1
LETTER FROM ERNST & YOUNG LLP
|
|
EX.31.1
SECTION 302 CERTIFICATION OF PEO
|
|
EX.31.2
SECTION 302 CERTIFICATION OF PFO
|
|
EX.32.1
SECTION 906 CERTIFICATION OF PEO
|
|
EX.32.2
SECTION 906 CERTIFICATION OF PFO
|
|
PART
I. FINANCIAL INFORMATION
Item
1. Financial
Statements.
AUTOZONE,
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in
thousands)
|
|
May
5, 2007
|
|
August
26, 2006
|
|
ASSETS
|
Current
assets
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
82,573
|
|
$
|
91,558
|
|
Accounts
receivable
|
|
|
52,742
|
|
|
80,363
|
|
Merchandise
inventories
|
|
|
1,979,238
|
|
|
1,846,650
|
|
Other
current assets
|
|
|
116,228
|
|
|
100,356
|
|
Total
current assets
|
|
|
2,230,781
|
|
|
2,118,927
|
|
|
|
|
|
|
|
|
|
Property
and equipment
|
|
|
|
|
|
|
|
Property
and equipment
|
|
|
3,311,123
|
|
|
3,183,808
|
|
Less:
Accumulated depreciation and amortization
|
|
|
1,176,851
|
|
|
1,132,500
|
|
|
|
|
2,134,272
|
|
|
2,051,308
|
|
Other
assets
|
|
|
|
|
|
|
|
Goodwill,
net of accumulated amortization
|
|
|
302,645
|
|
|
302,645
|
|
Deferred
income taxes
|
|
|
27,345 |
|
|
20,643 |
|
Other
long-term assets
|
|
|
27,455
|
|
|
32,783
|
|
|
|
|
357,445
|
|
|
356,071
|
|
|
|
$
|
4,722,498
|
|
$
|
4,526,306
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
1,686,814
|
|
$
|
1,699,667
|
|
Other
current liabilities
|
|
|
292,680
|
|
|
280,419
|
|
Income
taxes payable
|
|
|
127,692
|
|
|
24,378
|
|
Deferred
income taxes
|
|
|
52,964
|
|
|
50,104
|
|
Total
current liabilities
|
|
|
2,160,150
|
|
|
2,054,568
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
1,938,942
|
|
|
1,857,157
|
|
Other
long-term liabilities
|
|
|
164,050
|
|
|
145,053
|
|
Stockholders’
equity
|
|
|
459,356
|
|
|
469,528
|
|
|
|
$
|
4,722,498
|
|
$
|
4,526,306
|
|
See
Notes to Condensed Consolidated Financial Statements
AUTOZONE,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in
thousands, except per share amounts)
|
|
Twelve
Weeks Ended
|
|
Thirty-six
Weeks Ended
|
|
|
|
May
5, 2007
|
|
May
6, 2006
|
|
May
5, 2007
|
|
May
6, 2006
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
1,473,671
|
|
$
|
1,417,433
|
|
$
|
4,167,097
|
|
$
|
4,009,325
|
|
Cost
of sales, including warehouse and
delivery expenses
|
|
|
738,272
|
|
|
713,392
|
|
|
2,107,190
|
|
|
2,033,566
|
|
Operating,
selling, general and administrative
expenses
|
|
|
470,422
|
|
|
450,872
|
|
|
1,383,011
|
|
|
1,338,952
|
|
Operating
profit
|
|
|
264,977
|
|
|
253,169
|
|
|
676,896
|
|
|
636,807
|
|
Interest
expense, net
|
|
|
27,115
|
|
|
24,921
|
|
|
81,025
|
|
|
72,994
|
|
Income
before income taxes
|
|
|
237,862
|
|
|
228,248
|
|
|
595,871
|
|
|
563,813
|
|
Income
taxes
|
|
|
86,271
|
|
|
83,820
|
|
|
217,374
|
|
|
207,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
151,591
|
|
$
|
144,428
|
|
$
|
378,497
|
|
$
|
355,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares for
basic earnings per share
|
|
|
69,142
|
|
|
75,909
|
|
|
70,233
|
|
|
76,427
|
|
Effect
of dilutive stock equivalents
|
|
|
759
|
|
|
674
|
|
|
747
|
|
|
643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
weighted average shares for diluted earnings per
share
|
|
|
69,901
|
|
|
76,583
|
|
|
70,980
|
|
|
77,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
$
|
2.19
|
|
$
|
1.90
|
|
$
|
5.39
|
|
$
|
4.66
|
|
Diluted
earnings per share
|
|
$
|
2.17
|
|
$
|
1.89
|
|
$
|
5.33
|
|
$
|
4.62
|
|
See
Notes to Condensed Consolidated Financial Statements
AUTOZONE,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in
thousands)
|
|
Thirty-six
Weeks Ended
|
|
|
|
May
5, 2007
|
|
May
6, 2006
|
|
Cash
flows from operating activities
|
|
|
|
|
|
Net
income
|
|
$
|
378,497
|
|
$
|
355,823
|
|
Adjustments
to reconcile net income to net cash
provided by operating activities
|
|
|
|
|
|
|
|
Depreciation
and amortization of property and equipment
|
|
|
108,606
|
|
|
94,600
|
|
Amortization
of debt origination fees
|
|
|
1,204
|
|
|
1,047
|
|
Income
tax benefit from exercise of options
|
|
|
(14,491
|
)
|
|
(9,365
|
)
|
Deferred
income taxes
|
|
|
(2,562
|
)
|
|
(8,689
|
)
|
Share-based
compensation expense
|
|
|
12,994
|
|
|
12,145
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
27,621
|
|
|
15,663
|
|
Merchandise
inventories
|
|
|
(132,588
|
)
|
|
(88,827
|
)
|
Accounts
payable and accrued expenses
|
|
|
(592
|
)
|
|
(95,732
|
)
|
Income
taxes payable
|
|
|
117,805
|
|
|
155,094
|
|
Other,
net
|
|
|
(12,342
|
)
|
|
4,532
|
|
Net
cash provided by operating activities
|
|
|
484,152
|
|
|
436,291
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
(157,760
|
)
|
|
(182,168
|
)
|
Purchase
of marketable securities
|
|
|
(88,838
|
)
|
|
(138,157
|
)
|
Proceeds
from sale of short-term investments
|
|
|
76,909
|
|
|
121,367
|
|
Disposal
of capital assets and other, net
|
|
|
2,100
|
|
|
2,456
|
|
Net
cash used in investing activities
|
|
|
(167,589
|
)
|
|
(196,502
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
Net
proceeds from commercial paper
|
|
|
87,100
|
|
|
115,300
|
|
Repayment
of Senior Notes
|
|
|
--
|
|
|
(150,000
|
)
|
Net
proceeds from sale of common stock
|
|
|
51,569
|
|
|
35,250
|
|
Purchase
of treasury stock
|
|
|
(464,464
|
)
|
|
(238,111
|
)
|
Income
tax benefit from exercised options
|
|
|
14,491
|
|
|
9,365
|
|
Other,
net
|
|
|
(14,244
|
)
|
|
(2,435
|
)
|
Net
cash used in financing activities
|
|
|
(325,548
|
)
|
|
(230,631
|
)
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
(8,985
|
)
|
|
9,158
|
|
Cash
and cash equivalents at beginning of period
|
|
|
91,558
|
|
|
74,810
|
|
Cash
and cash equivalents at end of period
|
|
$
|
82,573
|
|
$
|
83,968
|
|
See
Notes to Condensed Consolidated Financial Statements
AUTOZONE,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
A- Basis of Presentation
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and with instructions to Form 10-Q and Article
10
of Regulation S-X. Accordingly, they do not include all of the information
and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, including
normal recurring accruals, considered necessary for a fair presentation have
been included. Certain prior year amounts have been reclassified to conform
to
current year presentations. For further information, refer to the consolidated
financial statements and footnotes included in the 2006 Annual Report to
Shareholders for AutoZone, Inc. (“AutoZone” or the “Company”), which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
August 26, 2006.
Operating
results for the twelve and thirty-six weeks ended May 5, 2007 are not
necessarily indicative of the results that may be expected for the fiscal year
ending August 25, 2007. Each of the first three quarters of our fiscal year
consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. Each
of
the fourth quarters of fiscal 2006 and 2007 has 16 weeks. Additionally, the
Company’s business is somewhat seasonal in nature, with the highest sales
generally occurring in the summer months of June through August and the lowest
sales generally occurring in the winter months of December through
February.
Note
B- Accounting for Cores
A
portion
of the Company’s transactions include the sale of auto parts that contain a core
component. The core component represents the recyclable portion of the auto
part. Customers are not charged for the core component of the new part if a
used
core is returned at the point of sale of the new part; otherwise the Company
charges customers a specified amount for the core component representing a
deposit. The Company refunds that same amount upon the customer returning a
used
core to the store at a later date. The used core must be from the same
application part that may or may not have been purchased from the Company.
Generally, less than 5% of core transactions do not involve the return of a
used
core. The used cores are returned to vendors to settle a current payable or
to
settle an obligation to return a given number of cores to vendors when the
Company is not billed for the core component of the inventory acquisition
cost.
The
Company does not recognize sales or cost of sales for the core component of
these transactions when a used part is returned or expected to be returned
from
the customer. The Company believes that its current accounting treatment is
appropriate, but recognizes that diversity of practice exists in accounting
for
these transactions among aftermarket auto parts retailers and manufacturers.
Recently an aftermarket auto parts retailer restated its financial results
to
reflect within net sales the core charge even if customers did not pay for
it at
point of sale or if it was subsequently refunded to customers due to the return
of a used core. This restatement increased the retailer’s net sales and cost of
sales by the amount of core returns. If the Company were to apply this
accounting treatment, it would increase net sales and cost of sales by the
amount of the core returns with no impact to gross profit dollars. In response
to this recent restatement and other developments, the Company is in the process
of evaluating its policy on accounting for cores and expects to complete this
evaluation prior to filing its Form 10-K for its fiscal year ended August 25,
2007.
The
following summarizes the amount of core charges not required to be paid by
a
customer at point of sale or subsequently refunded to customers due to the
return of a used core that were excluded from net sales and cost of sales during
the following periods:
|
|
Core
|
|
(in
millions)
|
|
Returns
|
|
Twelve
Weeks Ended May 5, 2007
|
|
$
|
70.1
|
|
Thirty-six
Weeks Ended May 5, 2007
|
|
|
214.5
|
|
|
|
|
|
|
Twelve
Weeks Ended May 6, 2006
|
|
|
74.4
|
|
Thirty-six
Weeks Ended May 6, 2006
|
|
|
223.3
|
|
|
|
|
|
|
Year
Ended August 26, 2006
|
|
|
327.1
|
|
Note
C- Share-Based Payments
Share-based
compensation transactions are accounted for in accordance with the provisions
of
Statement of Financial Accounting Standards (“SFAS”) No. 123(R) “Share-Based
Payment.” We recognize compensation expense for share-based payments based on
the fair value of the awards at the grant date. Share-based payments include
stock option grants and the discount on shares sold to employees under various
share purchase plans.
Total
share-based expense (a component of operating, selling, general and
administrative expenses) was $4.2 million for the twelve week period ended
May
5, 2007 and was $4.2 million for the comparable prior year period. Share-based
expense was $13.0 million for the thirty-six week period ending May 5, 2007
and
was $12.1 million for the comparable prior year period.
AutoZone
grants options to purchase common stock to some of its employees and directors
under various plans at prices equal to the fair market value of the stock on
the
dates the options are granted. Options have a term of 10 years or 10 years
and
one day from grant date. Director options generally vest three years from the
grant date, but upon retirement all unvested options immediately vest. Employee
options generally vest in equal annual installments on the first, second, third
and fourth anniversaries of the grant date. Employees generally have 30 days
after the employment relationship ends, or one year after death, to exercise
all
vested options. The fair value of each option grant is separately estimated
for
each vesting date. The fair value of each option is amortized into compensation
expense on a straight-line basis between the grant date for the award and each
vesting date. The Company has estimated the fair value of all stock option
awards as of the date of the grant by applying the Black-Scholes-Merton
multiple-option pricing valuation model. The application of this valuation
model
involves assumptions that are judgmental and highly sensitive in the
determination of compensation expense. The weighted average key assumptions
used
in determining the fair value of options granted in the thirty-six week period
ended May 5, 2007 are as follows:
Expected
price volatility
|
|
|
26.0
|
%
|
Risk-free
interest rate
|
|
|
4.6
|
%
|
Weighted
average expected lives in years
|
|
|
3.9
|
|
Forfeiture
rate
|
|
|
10.0
|
%
|
Dividend
yield
|
|
|
0.0
|
%
|
The
Company generally issues new shares when options are exercised. A summary of
stock option activity since our most recent fiscal year end is as follows:
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding
August 26, 2006
|
|
|
3,355,542
|
|
$
|
70.73
|
|
Granted
|
|
|
695,298
|
|
|
104.64
|
|
Exercised
|
|
|
(809,198
|
)
|
|
67.34
|
|
Canceled
|
|
|
(126,224
|
)
|
|
82.26
|
|
Outstanding
May 5, 2007
|
|
|
3,115,418
|
|
$
|
78.71
|
|
At
May 5,
2007 the total compensation cost related to non-vested awards not yet recognized
was $22.9 million with a weighted average expense recognition period of 1.4
years.
On
December 13, 2006, stockholders approved the AutoZone, Inc. 2006 Stock Option
Plan and the AutoZone, Inc. Fourth Amended and Restated Executive Stock Purchase
Plan. There have been no other modifications to the Company’s share-based
compensation plans during the thirty-six week period ended May 5, 2007.
Note
D- Inventories
Inventories
are stated at the lower of cost or market using the last-in, first-out (“LIFO”)
method. Included in inventory are related purchasing, storage, delivery and
handling costs. Due to price deflation on the Company’s merchandise purchases,
the Company’s inventory balances are effectively maintained under the first-in
first-out method, as the Company’s policy is not to write up inventory in excess
of replacement cost, resulting in cost of sales being reflected at the higher
amount. The cumulative balance of this unrecorded adjustment, which would be
reduced upon experiencing price inflation on our merchandise purchases, was
$225.2 million at May 5, 2007, and $198.3 million at August 26,
2006.
AutoZone
has entered into pay-on-scan (“POS”) arrangements with certain vendors, whereby
AutoZone will not purchase merchandise supplied by a vendor until just before
that merchandise is ultimately sold to AutoZone’s customers. Title and certain
risks of ownership remain with the vendor until the merchandise is sold to
AutoZone’s customers. Since the Company does not own merchandise under POS
arrangements until just before it is sold to a customer, such merchandise is
not
recorded on the Company’s balance sheet. Upon the sale of the merchandise to
AutoZone’s customers, AutoZone recognizes the liability for the goods and pays
the vendor in accordance with the agreed-upon terms. Although AutoZone does
not
hold title to the goods, AutoZone controls pricing and has credit collection
risk and therefore, gross revenues under POS arrangements are included in net
sales in the income statement. AutoZone has financed the repurchase of existing
merchandise inventory by certain vendors in order to convert such vendors to
POS
arrangements. These receivables, reflected in accounts receivable, have
remaining durations up to 4 months and approximated $2.0 million at May 5,
2007,
and $11.6 million at August 26, 2006. Merchandise under POS arrangements was
$31.3 million at May 5, 2007, and $92.1 million at August 26, 2006.
Note
E- Pension Plans
Prior
to
January 1, 2003, substantially all full-time employees were covered by a defined
benefit pension plan. The benefits under the plan were based on years of service
and the employee’s highest consecutive five-year average compensation. On
January 1, 2003, the plan was frozen, which resulted in plan participants no
longer earning new benefits under the plan formula and no new participants
being
able to join the pension plan.
On
January 1, 2003, the Company’s supplemental defined benefit pension plan for
certain highly compensated employees was also frozen, which resulted in plan
participants no longer earning new benefits under the plan formula and no new
participants being able to join the supplemental pension plan.
The
components of net periodic benefit (income) cost related to our pension plans
for all periods presented are as follows:
|
|
Twelve
Weeks Ended
|
|
Thirty-six
Weeks Ended
|
|
(in
thousands)
|
|
May
5, 2007
|
|
May
6, 2006
|
|
May
5, 2007
|
|
May
6, 2006
|
|
|
|
|
|
|
|
|
|
|
|
Interest
cost
|
|
$
|
2,214
|
|
$
|
2,121
|
|
$
|
6,642
|
|
$
|
6,363
|
|
Expected
return on plan assets
|
|
|
(2,387
|
)
|
|
(1,978
|
)
|
|
(7,161
|
)
|
|
(5,934
|
)
|
Amortization
of prior service cost
|
|
|
(12
|
)
|
|
(145
|
)
|
|
(36
|
)
|
|
(435
|
)
|
Amortization
of net loss
|
|
|
173
|
|
|
1,303
|
|
|
519
|
|
|
3,909
|
|
Net
periodic benefit (income) cost
|
|
$
|
(12
|
)
|
$
|
1,301
|
|
$
|
(36
|
)
|
$
|
3,903
|
|
The
Company makes contributions in amounts at least equal to the minimum funding
requirements of the Employee Retirement Income Security Act of 1974. During
the
thirty-six week period ended May 5, 2007, the Company made $7.5 million in
contributions to the plan and expects to fund another $0.6 million to $4.1
million during the remainder of this fiscal year.
Note
F- Long-Term Debt
The
Company’s long-term debt consisted of the following:
(in
thousands)
|
|
May
5, 2007
|
|
August
26, 2006
|
|
|
|
|
|
|
|
Bank
Term Loan due December 2009, effective interest rate of
4.55%
|
|
$
|
300,000
|
|
$
|
300,000
|
|
5.875%
Senior Notes due October 2012, effective interest rate of
6.33%
|
|
|
300,000
|
|
|
300,000
|
|
5.5%
Senior Notes due November 2015, effective interest rate of
4.86%
|
|
|
300,000
|
|
|
300,000
|
|
4.75%
Senior Notes due November 2010, effective interest rate of
4.17%
|
|
|
200,000
|
|
|
200,000
|
|
4.375%
Senior Notes due June 2013, effective interest rate of
5.65%
|
|
|
200,000
|
|
|
200,000
|
|
6.95%
Senior Notes due June 2016, effective interest rate of 7.09%
|
|
|
200,000
|
|
|
200,000
|
|
6.5%
Senior Notes due July 2008
|
|
|
190,000
|
|
|
190,000
|
|
Commercial
paper, weighted average interest rate of 5.4% at
May
5, 2007, and 5.3% at August 26, 2006
|
|
|
209,500
|
|
|
122,400
|
|
Other
|
|
|
39,442
|
|
|
44,757
|
|
|
|
$
|
1,938,942
|
|
$
|
1,857,157
|
|
Note
G- Leases
The
Company has a fleet of vehicles used for delivery to our commercial customers,
travel for members of field management, and field support roles. The majority
of
these vehicles are leased under arrangements that have historically been
accounted for as operating leases. On September 1, 2006, the Company modified
its leasing arrangements with one of its leasing vendors. As a result of these
modifications, many of the vehicles are now accounted for as capital leases.
At
May 5, 2007, the Company had capital lease assets of $29.2 million, net of
accumulated depreciation of $6.7 million, and capital lease obligations of
$28.6
million. The $10.7 million current portion of these obligations was recorded
as
a component of other current liabilities and the $17.9 million long-term portion
was recorded as a component of other long-term liabilities in the condensed
consolidated balance sheets.
Note
H- Stock Repurchase Program
On
February 26, 2007, the Board of Directors increased the Company’s cumulative
share repurchase authorization limit from $4.9 billion to $5.4 billion. From
January 1, 1998 to May 5, 2007, the Company has repurchased a total of 97.0
million shares at an aggregate cost of $5.144 billion; including 3,771,184
shares of its common stock at an aggregate cost of $464.5 million during the
thirty-six week period ended May 5, 2007. Considering cumulative repurchases
as
of May 5, 2007, the Company has $255.7 million remaining under this
authorization to repurchase its common stock. On June 6, 2007, the Board of
Directors raised the repurchase authorization limit from $5.4 billion to $5.9
billion.
Note
I- Comprehensive Income
Comprehensive
income includes foreign currency
translation adjustments; the impact from certain derivative financial
instruments designated and effective as cash flow hedges, including changes
in
fair value, as applicable, and the reclassification of gains and/or losses
from
accumulated other comprehensive loss to net income to offset the earnings impact
of the underlying items being hedged; and changes in the fair value of certain
investments classified as available for sale. Comprehensive income for all
periods presented is as follows:
|
|
Twelve
Weeks Ended
|
|
Thirty-six
Weeks Ended
|
|
(in
thousands)
|
|
May
5, 2007
|
|
May
6, 2006
|
|
May
5, 2007
|
|
May
6, 2006
|
|
|
|
|
|
|
|
|
|
|
|
Net
income, as reported
|
|
$
|
151,591
|
|
$
|
144,428
|
|
$
|
378,497
|
|
$
|
355,823
|
|
Foreign
currency translation adjustment
|
|
|
(359
|
)
|
|
(5,446
|
)
|
|
(631
|
)
|
|
(1,487
|
)
|
Net
impact from derivative instruments
|
|
|
(1,447
|
)
|
|
1,647
|
|
|
(2,731
|
)
|
|
4,819
|
|
Unrealized
gains (losses) from marketable securities
|
|
|
69
|
|
|
(116
|
)
|
|
102
|
|
|
(253
|
)
|
Comprehensive
income
|
|
$
|
149,854
|
|
$
|
140,513
|
|
$
|
375,237
|
|
$
|
358,902
|
|
Report
of
Independent Registered Public Accounting Firm
The
Board
of Directors and Stockholders
AutoZone,
Inc.
We
have
reviewed the condensed consolidated balance sheet of AutoZone, Inc. as of May
5,
2007, the related condensed consolidated statements of income for the twelve
and
thirty-six week periods ended May 5, 2007 and May 6, 2006 and the condensed
consolidated statements of cash flows for the thirty-six week periods ended
May
5, 2007 and May 6, 2006. These financial statements are the responsibility
of
the Company’s management.
We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based
on
our review, we are not aware of any material modifications that should be made
to the condensed consolidated financial statements referred to above for them
to
be in conformity with U.S. generally accepted accounting
principles.
We
have
previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet
of
AutoZone, Inc. as of August 26, 2006, and the related consolidated statements
of
income, changes in stockholders’ equity, and cash flows for the year then ended,
not presented herein, and, in our report dated October 19, 2006, we expressed
an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of August 26, 2006 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
Memphis,
Tennessee
June
5,
2007
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Overview
We
are
the leading retailer and a leading distributor of automotive replacement parts
and accessories in the United States. As of May 5, 2007, we operated 3,991
stores including 110 stores in Mexico, compared with 3,791 stores including
92
stores in Mexico at May 6, 2006. Excluded from the store counts are 1 store
at
May 5, 2007, and 8 stores at May 6, 2006, that were closed as a result of
hurricanes. 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. Many of our stores 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 diagnostic and repair software. On the web, we sell diagnostic
and repair information and auto and light truck parts through www.autozone.com.
We do
not derive revenue from automotive repair or installation.
Operating
results for the twelve and thirty-six weeks ended May 5, 2007, are not
necessarily indicative of the results that may be expected for the fiscal year
ending August 25, 2007. Each of the first three quarters of our fiscal year
consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. Each
of
the fourth quarters of fiscal 2006 and 2007 has 16 weeks. Additionally, our
business is somewhat seasonal in nature, with the highest sales generally
occurring in the summer months of June through August and the lowest sales
generally occurring in the winter months of December through
February.
Twelve
Weeks Ended May
5, 2007,
Compared
with Twelve Weeks Ended May 6, 2006
Net
sales for the twelve weeks ended May
5,
2007,
increased $56.2 million to $1.474 billion, or 4.0% over net sales of $1.417
billion for the comparable prior year period. This increase in sales was
primarily driven by sales from new stores, as domestic comparable store sales
(sales for domestic stores opened at least one year) increased 0.4%. Domestic
DIY sales increased 3.8%, domestic commercial sales decreased 0.4%, and combined
sales from our ALLDATA and Mexico operations increased 20.2%.
Gross
profit for the twelve weeks ended May
5,
2007,
was $735.4 million, or 49.9% of net sales, compared with $704.0 million, or
49.7% of net sales, during the comparable prior year period. Gross profit as
a
percentage of sales was favorable primarily due to our ongoing category
management initiatives and a focus on driving supply chain
efficiencies.
Operating,
selling, general and administrative expenses for the twelve weeks ended
May
5,
2007,
was $470.4 million, or 31.9% of net sales, compared with $450.9 million, or
31.8% of net sales, during the comparable prior year period. The
increase in operating expenses, as a percentage of sales, reflected higher
occupancy costs versus last year.
Interest
expense, net for the twelve weeks ended May
5,
2007,
was $27.1 million compared with $24.9 million during the comparable prior year
period. This increase was primarily due to higher average borrowing levels,
higher rates over the comparable prior year period and the recognition of
interest expense on capital lease obligations. Average borrowings for the twelve
weeks ended May
5,
2007,
were $1.944 billion, compared with $1.904 billion for the comparable prior
year
period. Weighted average borrowing rates were 5.7% at May
5,
2007,
and 5.4% at May 6, 2006.
Our
effective income tax rate was 36.3% of pretax income for the twelve weeks ended
May
5,
2007,
and 36.7% for the comparable prior year period. The actual annual rate for
fiscal 2007 will depend on a number of factors, including the amount and source
of operating income and the timing and nature of discrete income tax
events.
Net
income for the twelve week period ended May
5,
2007,
increased by $7.2 million to $151.6 million, and diluted earnings per share
increased by 15.0% to $2.17 from $1.89 in the comparable prior year period.
The
impact on current quarter diluted earnings per share from the stock repurchases
since the end of the comparable prior year period was an increase of
$0.11.
Thirty-six
Weeks Ended May
5, 2007,
Compared
with Thirty-six Weeks Ended May 6, 2006
Net
sales for the thirty-six weeks ended May
5,
2007,
increased $157.8 million to $4.167 billion, or 3.9% over net sales of $4.009
billion for the comparable prior year period. This increase in sales was
primarily driven by sales from new stores, as domestic comparable store sales
(sales for domestic stores opened at least one year) increased 0.2%. Domestic
DIY sales increased 3.8%, domestic commercial sales decreased 0.9%, and combined
sales from our ALLDATA and Mexico operations increased 21.1%.
Gross
profit for the thirty-six weeks ended May
5,
2007,
was $2.060 billion, or 49.4% of net sales, compared with $1.976 billion, or
49.3% of net sales, during the comparable prior year period. Gross profit as
a
percentage of sales was favorable primarily due to our ongoing category
management initiatives and a focus on driving supply chain
efficiencies.
Operating,
selling, general and administrative expenses for the thirty-six weeks ended
May
5,
2007,
was $1.383 million, or 33.2% of net sales, compared with $1.339 million, or
33.4% of net sales, during the comparable prior year period. The primary driver
of the favorability in operating expenses over prior year were hurricane
related costs incurred in last year’s first quarter, our prior year store reset
efforts, and an ongoing focus to reduce expenditures throughout the
organization.
These efforts were partially off-set by higher occupancy costs.
Interest
expense, net for the thirty-six weeks ended May
5,
2007,
was $81.0 million compared with $73.0 million during the comparable prior year
period. This increase was primarily due to higher average borrowing levels
and
higher rates over the comparable prior year period and the recognition of
interest expense on capital lease obligations. Average borrowings for the
thirty-six weeks ended May
5,
2007,
were $1.944 billion, compared with $1.916 billion for the comparable prior
year
period. Weighted average borrowing rates were 5.7% at May
5,
2007,
and 5.4% at May 6, 2006.
Our
effective income tax rate was 36.5% of pretax income for the thirty-six weeks
ended May
5,
2007,
and 36.9% for the comparable prior year period. The actual annual rate for
fiscal 2007 will depend on a number of factors, including the amount and source
of operating income and the timing and nature of discrete income tax
events.
Net
income for the thirty-six week period ended May
5,
2007,
increased by $22.7 million to $378.5 million, and diluted earnings per share
increased by 15.5% to $5.33 from $4.62 in the comparable prior year period.
The
impact on current year diluted earnings per share from the stock repurchases
since the end of the comparable prior year period was an increase of
$0.19.
Liquidity
and Capital Resources
The
primary source of our liquidity is our cash flows realized through the sale
of
automotive parts and accessories. For the thirty-six weeks ended May 5, 2007,
our net cash flows from operating activities provided $484.2 million as compared
with $436.3 million during the comparable prior year period. The increase is
primarily due to improvements in accounts payable. Overall cash flows from
operating activities continue to benefit from our inventory purchases being
largely financed by our vendors, as evidenced by an 85% accounts payable to
inventory ratio.
Our
net
cash flows from investing activities for the thirty-six weeks ended May 5,
2007,
used $167.6 million as compared with $196.5 million used in the comparable
prior
year period. Capital expenditures for the thirty-six weeks ended May 5, 2007,
were $157.8 million compared to $182.2 million for the comparable prior year
period. During this thirty-six week period, we opened 120 stores, including
10
new stores in Mexico and three stores that were previously closed as a result
of
hurricane damage. In the comparable prior year period, we opened 127 new stores,
including 11 new stores in Mexico. We expect to invest in our business
consistent with historical rates during fiscal 2007, primarily related to our
new store development program and enhancements to existing stores and other
infrastructure. Investing cash flows were also impacted by our wholly-owned
insurance captive, which purchased $88.8 million in marketable securities and
sold $76.9 million in short-term investments during the thirty-six week period
ended May 5, 2007. During the comparable prior year period, this captive
purchased $138.2 million in marketable securities and sold $121.4 million in
short-term investments.
Our
net
cash flows from financing activities for the thirty-six weeks ended May 5,
2007,
used $325.5 million compared to $230.6 million provided in the comparable prior
year period. Net proceeds from commercial paper borrowings were $87.1 million
versus $115.3 million in the comparable prior year period. Stock repurchases
were $464.5 million in the current period as compared with $238.1 million in
the
comparable prior year period. For the thirty-six weeks ended May 5, 2007,
proceeds from the sale of common stock and exercises of stock options provided
$66.1 million, including $14.5 million in related tax benefits. In the
comparable prior year period, proceeds from the sale of common stock and
exercises of stock options provided $44.6 million, including $9.4 million in
related tax benefits.
Depending
on the timing and magnitude of our future investments (either in the form of
leased or purchased properties or acquisitions), we anticipate that we will
rely
primarily on internally generated funds and available borrowing capacity to
support a majority of our capital expenditures, working capital requirements
and
stock repurchases. The balance may be funded through new borrowings. We
anticipate that we will be able to obtain such financing in view of our credit
rating and favorable experiences in the debt market in the past.
Credit
Ratings
At
May 5,
2007, AutoZone had a senior unsecured debt credit rating from Standard &
Poor’s of BBB+ and a commercial paper rating of A-2. Moody’s Investors Service
had assigned us a senior unsecured debt credit rating of Baa2 and a commercial
paper rating of P-2. As of May 5, 2007, Moody’s and Standard & Poor’s had
AutoZone listed as having a “stable” outlook. If our credit ratings drop, our
interest expense may increase; similarly, we anticipate that our interest
expense may decrease if our investment ratings are raised. If our commercial
paper ratings drop below current levels, we may have difficulty continuing
to
utilize the commercial paper market and our interest expense could increase,
as
we could then be required to access more expensive bank lines of credit. If
our
senior unsecured debt ratings drop below investment grade, our access to
financing may become more limited.
Debt
Facilities
We
maintain $1.0 billion of revolving credit facilities with a group of banks
to
primarily support commercial paper borrowings, letters of credit and other
short-term unsecured bank loans. These facilities expire in May 2010, may be
increased to $1.3 billion at AutoZone’s election, allow up to $200 million in
letters of credit, and allow up to $100 million in capital leases. As the
available balance is reduced by commercial paper borrowings and certain
outstanding letters of credit, the Company had $672.3 million in available
capacity under these facilities at May 5, 2007. The rate of interest payable
under the credit facilities is a function of Bank of America’s base rate or a
Eurodollar rate (each as defined in the facility agreements), or a combination
thereof.
Our
borrowings under our Senior Notes arrangements contain minimal covenants,
primarily restrictions on liens. Under our other borrowing arrangements,
covenants include limitations on total indebtedness, restrictions on liens,
a
minimum fixed charge coverage ratio and a provision where repayment obligations
may be accelerated if AutoZone experiences a change in control (as defined
in
the agreements) of AutoZone or its Board of Directors. All of the repayment
obligations under our borrowing arrangements may be accelerated and come due
prior to the scheduled payment date if covenants are breached or an event of
default occurs. As of May 5, 2007, we were in compliance with all covenants
and
expect to remain in compliance with all covenants.
Stock
Repurchases
On
February 26, 2007, the Board of Directors increased the Company’s cumulative
share repurchase authorization limit from $4.9 billion to $5.4 billion. From
January 1, 1998 to May 5, 2007 the Company has repurchased a total of 97.0
million shares at an aggregate cost of $5.144 billion; including 3,771,184
shares of its common stock at an aggregate cost of $464.5 million during the
thirty-six week period ended May 5, 2007. Considering cumulative repurchases
as
of May 5, 2007, the Company has $255.7 million remaining under this
authorization to repurchase its common stock. On June 6, 2007, the Board of
Directors raised the repurchase authorization limit from $5.4 billion to $5.9
billion.
Off-Balance
Sheet Arrangements
In
conjunction with our commercial sales program, we offer credit to some of our
commercial customers. Certain of the receivables related to the credit program
are sold to a third party at a discount for cash with limited recourse. We
have
established a reserve for this recourse. At May 5, 2007, the receivables
facility had an outstanding balance of $58.8 million and the balance of the
recourse reserve was approximately $1.9 million.
Since
fiscal year end, we have cancelled, issued new and modified existing stand-by
letters of credit that are primarily renewed on an annual basis to cover premium
and deductible payments to our workers’ compensation carrier. Our total standby
letters of credit commitment at May 5, 2007 was $118.4 million compared with
$131.6 million at August 26, 2006, and our total surety bonds commitment at
May
5, 2007, was $11.7 million compared with $12.8 million at August 26,
2006.
We
have
entered into pay-on-scan (“POS”) arrangements with certain vendors, whereby we
will not purchase merchandise supplied by a vendor until just before that
merchandise is ultimately sold to our customers. Title and certain risks of
ownership remain with the vendor until the merchandise is sold to our customers.
Since we do not own merchandise under POS arrangements until just before it
is
sold to a customer, such merchandise is not recorded on our balance sheet.
Upon
the sale of the merchandise to our customers, we recognize the liability for
the
goods and pay the vendor in accordance with the agreed-upon terms. Although
we
do not hold title to the goods, we control pricing and credit collection risk
and therefore, gross revenues under POS arrangements are included in net sales
in the income statement. Sales of merchandise under POS approximated $31.5
million and $141.7 million for the twelve and thirty-six weeks ended May 5,
2007, and $86.0 million and $303.4 million for the twelve and thirty-six weeks
ended May 6, 2006. Merchandise under POS arrangements was $31.3 million at
May
5, 2007, and $92.1 million at August 26, 2006.
Critical
Accounting Policies
As
there
have been no changes to our critical accounting policies during fiscal 2007,
refer to our Annual Report to Shareholders, which is incorporated by reference
in our Annual Report on Form 10-K for the fiscal year ended August 26, 2006,
for
a summary of our policies.
Forward-Looking
Statements
Certain
statements contained in this Quarterly Report on Form 10-Q 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 our Annual Report
on Form 10-K for the fiscal year ended August 26, 2006, for more information
related to those risks.
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk.
|
At
May 5,
2007, the only material changes to our instruments and positions that are
sensitive to market risk since the disclosures in our 2006 Annual Report to
Shareholders, which is incorporated by reference in our Annual Report on Form
10-K,
was
the $87.1 million net increase in commercial paper, the purchase of $88.8
million in marketable securities, partially off-set by the sale of $76.9 million
in short-term investments, to support the self-insurance reserves in our
wholly-owned insurance captive, and the execution of two forward-starting fuel
swaps for a portion of our diesel fuel and unleaded fuel exposure.
Mark-to-market gains of $0.5 million are recorded in operating, selling, general
and administrative expenses and the portion related to diesel usage is then
reclassed based on gallons used to cost of sales as a component of distribution
costs.
The
fair value of our debt was estimated at $1.941 billion as of May
5,
2007,
and $1.825 billion as of August 26, 2006, based on the quoted market prices
for
the same or similar debt issues or on the current rates available to AutoZone
for debt of the same remaining maturities. Such fair value is greater than
the
carrying value of debt by $2.0 million at May
5,
2007,
and less than the carrying value of debt by $32.3 million at August 26, 2006.
Considering the effect of any interest rate swaps designated and effective
as
cash flow hedges, we had $248.9 million of variable rate debt outstanding at
May
5,
2007,
and $167.2 million of variable rate debt outstanding at August 26, 2006. At
these borrowing levels for variable rate debt, a one percentage point increase
in interest rates would have had an unfavorable annual impact on our pre-tax
earnings and cash flows of $2.5 million in fiscal 2007 and $1.7 million in
fiscal 2006, which includes the effects of interest rate swaps. The primary
interest rate exposure on variable rate debt is based on LIBOR. Considering
the
effect of any interest rate swaps designated and effective as cash flow hedges,
we had outstanding fixed rate debt of $1.690 billion at May
5,
2007,
and August 26, 2006. A one percentage point increase in interest rates would
reduce the fair value of our fixed rate debt by $63.6 million at May
5,
2007 and
$68.3 million at August 26, 2006.
Item
4.
|
Controls
and Procedures.
|
An
evaluation was performed under the supervision and with the participation of
our
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and
procedures as of May 5, 2007. Based on that evaluation, our management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were effective as of May 5, 2007.
During or subsequent to the quarter ended May 5, 2007 there were no changes
in
our internal controls that have materially affected or are reasonably likely
to
materially affect, internal controls over financial reporting.
PART
II. OTHER INFORMATION
Item
1.
|
Legal
Proceedings.
|
As
of the date of this filing, there have been no additional material legal
proceedings or material developments in the legal proceedings disclosed in
our
2006
Annual Report to Shareholders for AutoZone, Inc., which is incorporated by
reference in our Annual Report on Form 10-K for the year ended August 26, 2006.
As
of the date of this filing, there have been no material changes in our risk
factors from those disclosed in Part I, Item 1A, of our Annual Report on Form
10-K for the fiscal year ended August 26, 2006.
Item
2.
|
Changes
in Securities and Use of
Proceeds.
|
Shares
of
common stock repurchased by the Company during the quarter ended May 5, 2007,
were as follows:
Issuer
Repurchases of Equity Securities
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
|
February
11, 2007 to
March
10, 2007
|
199,800
|
$
124.98
|
95,285,274
|
$
475,539,159
|
March
11, 2007 to
April
7, 2007
|
1,269,919
|
128.12
|
96,555,193
|
312,837,894
|
April
8, 2007 to
May
5, 2007
|
438,100
|
130.41
|
96,993,293
|
255,704,345
|
Total
|
1,907,819
|
$
128.32
|
96,993,293
|
$
255,704,345
|
All
of
the above repurchases were part of publicly announced plans that were authorized
by the Company’s Board of Directors for the purchase of a maximum of $5.4
billion in common shares as of May 5, 2007. The program was initially announced
in January 1998, and subsequent to quarter-end was amended on June 6, 2007,
to
increase the repurchase authorization to $5.9 billion from $5.4 billion. The
program does not have an expiration date.
Item
3.
|
Defaults
Upon Senior Securities.
|
Not
applicable.
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
Not
applicable
Item
5.
|
Other
Information.
|
Not
applicable.
The
following exhibits are filed as part of this report:
|
3.1
|
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.
|
|
3.2
|
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.
|
|
10.1 |
Offer
letter dated March 19, 2007, to Larry
Roesel.
|
|
12.1
|
Computation
of Ratio of Earnings to Fixed Charges.
|
|
15.1
|
Letter
Regarding Unaudited Interim Financial
Statements.
|
|
31.1 |
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.
|
|
31.2 |
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.
|
|
32.1 |
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.
|
|
32.2 |
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.
|
SIGNATURES
Pursuant
to the requirements 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. |
|
|
|
|
By: |
/s/ WILLIAM
T. GILES |
|
William
T. Giles
Chief
Financial Officer, Executive Vice
President
Information Technology and
Store
Development
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
By: |
/s/ CHARLIE
PLEAS, III |
|
Charlie
Pleas, III
Senior
Vice President, Controller
(Principal
Accounting Officer)
|
|
|
Dated:
June 8, 2007
EXHIBIT
INDEX
The
following exhibits are filed as part of this report:
|
3.1
|
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.
|
|
3.2
|
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.
|
|
10.1 |
Offer
letter dated March 19, 2007, to Larry
Roesel.
|
|
12.1
|
Computation
of Ratio of Earnings to Fixed
Charges.
|
|
15.1
|
Letter
Regarding Unaudited Interim Financial
Statements.
|
|
31.1 |
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.
|
|
31.2 |
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.
|
|
32.1 |
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.
|
|
32.2 |
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.
|