þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
November 20,
August 28,
(in thousands)
2010
2010
$
98,013
$
98,280
116,645
125,802
2,361,512
2,304,579
84,394
83,160
2,660,564
2,611,821
4,118,898
4,067,261
(1,586,693
)
(1,547,315
)
2,532,205
2,519,946
302,645
302,645
50,040
46,223
95,035
90,959
447,720
439,827
$
5,640,489
$
5,571,594
$
2,519,943
$
2,433,050
429,027
432,368
105,544
25,385
156,856
146,971
33,517
26,186
3,244,887
3,063,960
2,845,700
2,882,300
367,070
364,099
503
501
593,970
557,955
(73,269
)
(245,344
)
(93,309
)
(106,468
)
(1,245,063
)
(945,409
)
(817,168
)
(738,765
)
$
5,640,489
$
5,571,594
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
(in thousands, except per share data)
2010
2009
$
1,791,662
$
1,589,244
883,914
789,320
907,748
799,924
601,627
539,496
306,121
260,428
37,253
36,340
268,868
224,088
96,792
80,788
$
172,076
$
143,300
44,669
50,114
965
710
45,634
50,824
$
3.85
$
2.86
$
3.77
$
2.82
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
(in thousands)
2010
2009
$
172,076
$
143,300
44,291
42,566
1,725
1,489
(8,994
)
(585
)
5,454
4,699
5,071
4,251
9,622
(16,144
)
(49,303
)
(54,418
)
78,929
41,564
88,961
52,048
9,521
12,111
357,353
230,881
(45,811
)
(53,439
)
(9,923
)
(2,203
)
7,337
1,325
526
1,619
(47,871
)
(52,698
)
(337,300
)
12,600
5,738
500,000
(199,300
)
21,952
3,821
(299,655
)
(204,379
)
8,994
585
(5,131
)
(4,492
)
(5,450
)
(310,152
)
(191,865
)
403
579
(267
)
(13,103
)
98,280
92,706
$
98,013
$
79,603
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
2010
2009
31
%
31
%
1.0
%
1.7
%
4.3
4.3
10.0
%
10.0
%
0.0
%
0.0
%
Table of Contents
November 20, 2010
Fair
(in thousands)
Level 1
Level 2
Level 3
Value
$
16,640
$
3,941
$
$
20,581
48,787
5,808
54,595
$
65,427
$
9,749
$
$
75,176
August 28, 2010
Fair
(in thousands)
Level 1
Level 2
Level 3
Value
$
11,307
$
4,996
$
$
16,303
47,725
8,673
56,398
(9,979
)
(9,979
)
$
59,032
$
3,690
$
$
62,722
November 20, 2010
Amortized
Gross
Gross
Cost
Unrealized
Unrealized
(in thousands)
Basis
Gains
Losses
Fair Value
$
25,042
$
402
$
(4
)
$
25,440
31,127
322
(9
)
31,440
7,076
132
7,208
11,057
32
(1
)
11,088
$
74,302
$
888
$
(14
)
$
75,176
August 28, 2010
Amortized
Gross
Gross
Cost
Unrealized
Unrealized
(in thousands)
Basis
Gains
Losses
Fair Value
$
28,707
$
490
$
(1
)
$
29,196
24,560
283
24,843
8,603
192
8,795
9,831
47
(11
)
9,867
$
71,701
$
1,012
$
(12
)
$
72,701
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
(in thousands)
2010
2009
$
2,678
$
2,611
(2,181
)
(2,087
)
2,653
1,877
$
3,150
$
2,401
Table of Contents
November 20,
August 28,
(in thousands)
2010
2010
$
$
199,300
300,000
300,000
200,000
200,000
500,000
500,000
500,000
500,000
300,000
300,000
200,000
200,000
250,000
250,000
500,000
95,700
433,000
$
2,845,700
$
2,882,300
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
(in thousands)
2010
2009
$
172,076
$
143,300
12,668
1,488
(1,059
)
(141
)
(73
)
183
1,623
$
185,235
$
144,830
Table of Contents
Twelve Weeks Ended
November 20,
November 21,
(in thousands)
2010
2009
$
1,754,987
$
1,556,261
36,675
32,983
$
1,791,662
$
1,589,244
$
878,865
$
772,998
28,883
26,926
907,748
799,924
(601,627
)
(539,496
)
(37,253
)
(36,340
)
$
268,868
$
224,088
Table of Contents
AutoZone, Inc.
December 16, 2010
Table of Contents
Compared with Twelve Weeks Ended November 21, 2009
Table of Contents
Table of Contents
Table of Contents
Table of Contents
A
B
A-B=C
D
C+D
Trailing Four
Fiscal Year
Twelve
Forty
Twelve Weeks
Quarters
Ended
Weeks Ended
Weeks Ended
Ended
Ended
August 28,
November 21,
August 28,
November 20,
November 20,
(in thousands, except percentage)
2010
2009
2010
2010
2010
$
738,311
$
143,300
$
595,011
$
172,076
$
767,087
158,909
36,340
122,569
37,253
159,822
195,632
44,397
151,235
47,546
198,781
(128,983
)
(28,953
)
(100,030
)
(30,345
)
(130,375
)
$
963,869
$
195,084
$
768,785
$
226,530
$
995,315
$
2,800,081
(584,704
)
1,192,686
68,271
$
3,476,334
28.6
%
A
B
A-B=C
D
C+D
Trailing Four
Fiscal Year
Twelve
Forty
Twelve Weeks
Quarters
Ended
Weeks Ended
Weeks Ended
Ended
Ended
August 29,
November 22,
August 29,
November 21,
November 21,
(in thousands, except percentage)
2009
2008
2009
2009
2009
$
657,049
$
131,371
$
525,678
$
143,300
$
668,978
142,316
31,166
111,150
36,340
147,490
181,308
40,185
141,123
44,397
185,520
(117,929
)
(26,000
)
(91,929
)
(28,953
)
(120,882
)
$
862,744
$
176,722
$
686,022
$
195,084
$
881,106
$
2,566,251
(217,893
)
1,113,120
56,690
$
3,518,168
25.0
%
(1)
The effective tax rate over the trailing four quarters ended November 20, 2010 and November
21, 2009 is 36.4% , respectively.
(2)
Average debt is equal to the average of our debt measured as of the previous five quarters.
(3)
Average equity is equal to the average of our stockholders (deficit) equity measured as of the previous five quarters.
(4)
Rent is multiplied by a factor of six to capitalize operating leases in the determination of pre-tax invested capital.
(5)
Average capital lease obligations are equal to the average of our capital lease obligations
measured as of the previous five quarters.
Table of Contents
A
B
A-B=C
D
C+D
Trailing Four
Fiscal Year
Twelve
Forty
Twelve Weeks
Quarters
Ended
Weeks Ended
Weeks Ended
Ended
Ended
August 28,
November 21,
August 28,
November 20,
November 20,
(in thousands, except ratio)
2010
2009
2010
2010
2010
$
738,311
$
143,300
$
595,011
$
172,076
$
767,087
158,909
36,340
122,569
37,253
159,822
422,194
80,788
341,406
96,792
438,198
1,319,414
260,428
1,058,986
306,121
1,365,107
192,084
42,566
149,518
44,291
193,809
195,632
44,397
151,235
47,546
198,781
19,120
4,251
14,869
5,071
19,940
$
1,726,250
$
351,642
$
1,374,608
$
403,029
$
1,777,637
2,879,217
85,019
1,192,686
4,156,922
2.3
A
B
A-B=C
D
C+D
Trailing Four
Fiscal Year
Twelve
Forty
Twelve Weeks
Quarters
Ended
Weeks Ended
Weeks Ended
Ended
Ended
August 29,
November 22,
August 29,
November 21,
November 21,
(in thousands, except ratio)
2009
2008
2009
2009
2009
$
657,049
$
131,371
$
525,678
$
143,300
$
668,978
142,316
31,166
111,150
36,340
147,490
376,697
76,002
300,695
80,788
381,483
1,176,062
238,539
937,523
260,428
1,197,951
180,433
40,153
140,280
42,566
182,846
181,308
40,185
141,123
44,397
185,520
19,135
4,456
14,679
4,251
18,930
$
1,556,938
$
323,333
$
1,233,605
$
351,642
$
1,585,247
$
2,739,500
53,004
1,113,120
$
3,905,624
2.5
(1)
Rent is multiplied by a factor of six to capitalize operating leases in the determination of
adjusted debt.
Table of Contents
Table of Contents
20
21
22
Table of Contents
Total Number of
Maximum Dollar
Shares Purchased as
Value that May Yet
Total Number
Average
Part of Publicly
Be Purchased Under
of Shares
Price Paid
Announced Plans or
the Plans or
Period
Purchased
per Share
Programs
Programs
209,000
$
212.46
209,000
$
641,025,280
587,400
230.66
587,400
505,537,192
498,900
240.06
498,900
385,773,677
1,295,300
$
231.34
1,295,300
$
385,773,677
Table of Contents
3.1
3.2
4.1
4.2
*10.1
*10.2
*10.3
*10.4
*10.5
*10.6
12.1
15.1
31.1
31.2
32.1
32.2
**101.INS
**101.SCH
**101.CAL
**101.LAB
**101.PRE
**101.DEF
*
Management contract or compensatory plan or arrangement.
**
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly
Report on Form 10-Q shall be deemed furnished and not filed.
Table of Contents
23
AUTOZONE, INC.
By:
/s/ WILLIAM T. GILES
William T. Giles
Chief Financial Officer, Executive Vice President,
Finance, Information Technology and
Store Development
(Principal Financial Officer)
By:
/s/ CHARLIE PLEAS, III
Charlie Pleas, III
Senior Vice President, Controller
(Principal Accounting Officer)
Table of Contents
24
3.1
3.2
4.1
4.2
*10.1
*10.2
*10.3
*10.4
*10.5
*10.6
12.1
15.1
31.1
31.2
32.1
32.2
**101.INS
**101.SCH
**101.CAL
**101.LAB
**101.PRE
**101.DEF
*
Management contract or compensatory plan or arrangement.
**
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly
Report on Form 10-Q shall be deemed furnished and not filed.
Participant:
|
[ ____ ] | |
|
||
Grant Date:
|
[ ____ ] | |
|
||
Exercise Price per Share:
|
$[ ____ ] | |
|
||
Total Number of Shares
Subject to the Option: |
[ ____ ] | |
|
||
Expiration Date:
|
[ ____ ] |
Type of Option:
|
o Incentive Stock Option o Non-Qualified Stock Option | |
|
||
Vesting Schedule:
|
The Option granted under this Agreement shall vest and become exercisable in four (4) cumulative
installments as follows:
|
2
3
4
5
6
7
Participant:
|
[ ____ ] | |
|
||
Grant Date:
|
[ ____ ] | |
|
||
Exercise Price per Share:
|
$[ ____ ] | |
|
||
Total Number of Shares
Subject to the Option:
|
[ ____ ] | |
|
||
Expiration Date:
|
[ ____ ] |
Type of Option:
|
o Incentive Stock Option o Non-Qualified Stock Option | |
|
||
Vesting Schedule:
|
The Option granted under this Agreement shall vest and become exercisable in four (4) cumulative
installments as follows:
|
2
3
4
5
6
7
2
3
4
5
Twelve Weeks Ended | ||||||||
November 20, | November 21, | |||||||
2010 | 2009 | |||||||
Earnings:
|
||||||||
Income before income taxes
|
$ | 268,868 | $ | 224,088 | ||||
Fixed charges
|
52,637 | 51,128 | ||||||
Less: Capitalized interest
|
(132 | ) | (241 | ) | ||||
|
||||||||
Adjusted earnings
|
$ | 321,373 | $ | 274,975 | ||||
|
||||||||
|
||||||||
Fixed charges:
|
||||||||
Gross interest expense
|
$ | 36,092 | $ | 35,800 | ||||
Amortization of debt expense
|
1,725 | 1,489 | ||||||
Interest portion of rent expense
|
14,820 | 13,839 | ||||||
|
||||||||
Fixed charges
|
$ | 52,637 | $ | 51,128 | ||||
|
||||||||
|
||||||||
Ratio of earnings to fixed charges
|
6.1 | 5.4 | ||||||
|
Fiscal Year Ended August | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(52 weeks) | (52 weeks) | (53 weeks) | (52 weeks) | (52 weeks) | ||||||||||||||||
|
||||||||||||||||||||
Earnings:
|
||||||||||||||||||||
Income before income taxes
|
$ | 1,160,505 | $ | 1,033,746 | $ | 1,007,389 | $ | 936,150 | $ | 902,036 | ||||||||||
Fixed charges
|
223,608 | 204,017 | 173,311 | 170,852 | 156,976 | |||||||||||||||
Less: Capitalized interest
|
(1,093 | ) | (1,301 | ) | (1,313 | ) | (1,376 | ) | (1,985 | ) | ||||||||||
|
||||||||||||||||||||
Adjusted earnings
|
$ | 1,383,020 | $ | 1,236,462 | $ | 1,179,387 | $ | 1,105,626 | $ | 1,057,027 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Gross interest expense
|
$ | 156,135 | $ | 143,860 | $ | 120,006 | $ | 121,592 | $ | 110,568 | ||||||||||
Amortization of debt expense
|
6,495 | 3,644 | 1,837 | 1,719 | 1,559 | |||||||||||||||
Interest portion of rent expense
|
60,978 | 56,513 | 51,468 | 47,541 | 44,849 | |||||||||||||||
|
||||||||||||||||||||
Fixed charges
|
$ | 223,608 | $ | 204,017 | $ | 173,311 | $ | 170,852 | $ | 156,976 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
6.2 | 6.1 | 6.8 | 6.5 | 6.7 | |||||||||||||||
|
/s/ Ernst & Young LLP | ||||
1. | I have reviewed this Quarterly Report on Form 10-Q of AutoZone, Inc. (registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ WILLIAM C. RHODES, III | ||||
William C. Rhodes, III | ||||
Chairman, President and
Chief Executive Officer (Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of AutoZone, Inc. (registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ WILLIAM T. GILES | ||||
William T. Giles | ||||
Chief Financial Officer, Executive Vice
President,
Finance, Information Technology and Store Development (Principal Financial Officer) |
(i) | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ WILLIAM C. RHODES, III | ||||
William C. Rhodes, III | ||||
Chairman, President and
Chief Executive Officer (Principal Executive Officer) |
(i) | the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ WILLIAM T. GILES | ||||
William T. Giles | ||||
Chief Financial Officer, Executive Vice
President,
Finance, Information Technology and Store Development (Principal Financial Officer) |