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 | |
incorporation or organization) | Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if smaller reporting company) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
(in thousands)
Table of Contents
(in thousands, except per share amounts)
Twelve Weeks Ended
Thirty-Six Weeks Ended
May 3,
May 5,
May 3,
May 5,
2008
2007
2008
2007
$
1,517,293
$
1,473,671
$
4,312,192
$
4,167,097
755,287
738,272
2,155,943
2,107,190
488,972
470,422
1,448,954
1,383,011
273,034
264,977
707,295
676,896
25,331
27,115
81,980
81,025
247,703
237,862
625,315
595,871
89,065
86,271
227,455
217,374
$
158,638
$
151,591
$
397,860
$
378,497
63,237
69,142
63,764
70,233
555
759
561
747
63,792
69,901
64,325
70,980
$
2.51
$
2.19
$
6.24
$
5.39
$
2.49
$
2.17
$
6.19
$
5.33
Table of Contents
(in thousands)
Thirty-Six Weeks Ended
May 3,
May 5,
2008
2007
$
397,860
$
378,497
116,709
108,606
1,223
1,204
(3,576
)
(14,491
)
19,506
(2,562
)
12,630
12,994
(15,089
)
27,621
(99,043
)
(132,588
)
(7,219
)
(592
)
70,289
117,805
8,177
(12,342
)
501,467
484,152
(153,516
)
(157,760
)
(28,181
)
(88,838
)
19,405
76,909
683
2,100
(161,609
)
(167,589
)
35,300
87,100
(38,918
)
(5,553
)
14,822
51,569
(349,990
)
(464,464
)
3,576
14,491
(11,888
)
(8,115
)
2,240
(576
)
(344,858
)
(325,548
)
(5,000
)
(8,985
)
86,654
91,558
$
81,654
$
82,573
Table of Contents
(Unaudited)
2008
2007
27
%
26
%
2.0
%
4.6
%
4.4
3.9
10.0
%
10.0
%
0.0
%
0.0
%
Thirty- Six Weeks Ended
Thirty-Six Weeks Ended
May 3, 2008
May 5, 2007
Weighted Average
Weighted Average
Options
Exercise Price
Options
Exercise Price
2,956,765
$
79.24
3,355,542
$
70.73
656,040
115.76
695,298
104.64
(203,442
)
74.68
(809,198
)
67.34
(53,395
)
93.66
(126,224
)
82.26
3,355,968
$
86.81
3,115,418
$
78.71
Table of Contents
Twelve Weeks Ended
Thirty-Six Weeks Ended
May 3,
May 5,
May 3,
May 5,
(in thousands)
2008
2007
2008
2007
$
2,299
$
2,214
$
6,897
$
6,642
(3,008
)
(2,387
)
(9,024
)
(7,161
)
23
(12
)
69
(36
)
22
173
66
519
$
(664
)
$
(12
)
$
(1,992
)
$
(36
)
Table of Contents
May 3,
August 25,
(in thousands)
2008
2007
$
300,000
$
300,000
300,000
300,000
300,000
300,000
200,000
200,000
200,000
200,000
200,000
200,000
190,000
190,000
242,000
206,700
38,918
$
1,932,000
$
1,935,618
Twelve Weeks Ended
Thirty- Six Weeks Ended
May 3,
May 5,
May 3,
May 5,
(in thousands)
2008
2007
2008
2007
$
158,638
$
151,591
$
397,860
$
378,497
4,945
(359
)
7,433
(631
)
1,778
(1,447
)
(7,156
)
(2,731
)
(288
)
69
387
102
$
165,073
$
149,854
$
398,524
$
375,237
Table of Contents
AutoZone, Inc.
June 10, 2008
Table of Contents
Compared with Twelve Weeks Ended May 5, 2007
Table of Contents
Compared with Thirty-Six Weeks Ended May 5, 2007
Table of Contents
Table of Contents
Table of Contents
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
Fourth Amended and Restated By-laws of AutoZone, Inc. Incorporated by
reference to Exhibit 99.2 to the Form 8-K dated September 28, 2007.
10.1
Form of non-compete and non-solicitation agreement signed by each of the
following officers: Rebecca W. Ballou, Dan Barzel, Craig Blackwell, Brian L.
Campbell, Philip B. Daniele, III, Wm. David Gilmore, James C. Griffith, Rodney
Halsell, Diana H. Hull, Jeffery Lagges, Grantland E. McGee, Jr., Mitchell Major, Ann
A. Morgan, J. Scott Murphy, Jeffrey H. Nix, Raymond A. Pohlman, Elizabeth Rabun, Joe
L. Sellers, Jr., Brett Shanaman and Solomon Woldeslassie.
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.
Table of Contents
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
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
Fourth Amended and Restated By-laws of AutoZone, Inc. Incorporated by
reference to Exhibit 99.2 to the Form 8-K dated September 28, 2007.
10.1
Form of non-compete and non-solicitation agreement signed by each of the
following officers: Rebecca W. Ballou, Dan Barzel, Craig Blackwell, Brian L.
Campbell, Philip B. Daniele, III, Wm. David Gilmore, James C. Griffith, Rodney
Halsell, Diana H. Hull, Jeffery Lagges, Grantland E. McGee, Jr., Mitchell Major, Ann
A. Morgan, J. Scott Murphy, Jeffrey H. Nix, Raymond A. Pohlman, Elizabeth Rabun, Joe
L. Sellers, Jr., Brett Shanaman and Solomon Woldeslassie.
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.
OFFICER | ||||||
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AUTOZONE, INC. | ||||||
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By: | |||||
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Its: | |||||
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By: | |||||
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Its: | |||||
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2
1. | General . | |
The benefits afforded to Officer hereunder will be in lieu of benefits under any other plan, program or agreement, including without limitation, AutoZones standard severance policy. | ||
2. | Commencement of Benefits . | |
Enhanced Severance benefits will commence as of the date of termination of employment unless Officer is deemed by AutoZone to be or have been a specified employee within the meaning of Internal Revenue Code Section 409A at any relevant time, in which case payment of all or a portion of the Enhanced Severance benefits will be delayed until the date that is at least six months and one day after the date of Officers termination. All amounts that would otherwise have been paid during such six-month period shall instead be paid in a lump sum on the first pay day following such six-month period. | ||
Except as otherwise provided in the Agreement, all compensation and benefits end upon termination of employment. | ||
3. | Severance Payments . | |
Periodic severance will be paid to Officer in accordance with AutoZones Enhanced Severance Policy (the Policy) in effect as of the date of execution of this Agreement, as applicable to Officers position at the time of termination of employment. The Policy is hereby incorporated by reference into the Agreement, and a copy of the Policy has been provided to Officer. | ||
Pursuant to the Policy, Officer will receive the periodic severance paid bi-weekly in the same amount and manner as Officers base salary prior to termination for the following time periods (Severance Period): |
Duration of | ||||
Years of Service | Periodic Severance | |||
0-2
|
6 months | |||
2-5
|
9 months | |||
5+
|
12 months |
4. | Medical, Vision and Dental Benefits. | |
Medical, vision and dental insurance coverage may be continued during the Severance Period, up to a maximum of 18 months, if Officer makes a COBRA election. The cost to Officer for this coverage during the Severance Period will be the same as he was paying immediately prior to termination, subject to increases affecting plan participants generally. AutoZone will pay the difference between Officers cost and the amount of the COBRA premiums during the Severance Period. After the Severance Period ends, COBRA premium payments, if any, will be the sole responsibility of Officer. | ||
5. | Stock Options. | |
The terms of the applicable Stock Option Agreements govern treatment of stock options upon termination of employment. Stock Option Agreements generally provide that options remain exercisable for 30 days from the date of termination without Cause, and that stock options that are unvested as of the termination date will be forfeited. | ||
6. | Bonus Incentives. | |
A lump-sum, prorated share of any bonus incentives earned during the period prior to Officers termination will be paid to Officer when incentives are paid generally to similarly-situated employees. Eligibility for additional bonuses ceases upon termination. See individual plan documentation for detailed information about eligibility and when incentives are earned. | ||
7. | Other Benefits. | |
An appropriate level of outplacement services, as determined by AutoZone in its discretion, will be provided to Officer based on his individual circumstances. | ||
Some optional life and disability insurance policies may have portability features which allow Officer to continue the coverage at Officers cost. |
3
8. | Internal Revenue Code Section 409A . | |
To the extent applicable, this Program shall be interpreted in accordance with Internal Revenue Code Section 409A. AutoZone may, in its sole discretion, take any actions it deems necessary or appropriate, including without limitation, amendment or termination of this Program, to (a) exempt these payments and benefits from the application of Code Section 409A, or (b) comply with the requirements of Code Section 409A. | ||
9. | Amendments and Administration . | |
AutoZone reserves the right to terminate, suspend, withdraw, amend or modify the benefits contained in the Policy, but any such action will not affect the benefits for Officer under the Agreement. The plan administrator has sole authority to interpret the provisions of the Policy and otherwise construe AutoZones intent in case of any dispute. |
4
Thirty-Six Weeks Ended | ||||||||
May 3, | May 5, | |||||||
2008 | 2007 | |||||||
Earnings
|
||||||||
Income before income taxes
|
$ | 625,315 | $ | 595,871 | ||||
Fixed charges
|
121,098 | 114,238 | ||||||
Less: Capitalized interest
|
(2,225 | ) | (961 | ) | ||||
|
||||||||
Adjusted earnings
|
$ | 744,188 | $ | 709,148 | ||||
|
||||||||
|
||||||||
Fixed charges
|
||||||||
Gross interest expense
|
$ | 85,305 | $ | 82,662 | ||||
Amortization of debt expense
|
1,223 | 1,204 | ||||||
Interest portion of rent expense
|
34,074 | 30,366 | ||||||
|
||||||||
Total fixed charges
|
$ | 120,602 | $ | 114,232 | ||||
|
||||||||
|
||||||||
Ratio of earnings to fixed charges
|
6.2 | 6.2 | ||||||
|
Fiscal Year Ended August | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
(52 weeks) | (52 weeks) | (52 weeks) | (52 weeks) | (52 weeks) | ||||||||||||||||
Earnings
|
||||||||||||||||||||
Income before income taxes
|
$ | 936,150 | $ | 902,036 | $ | 873,221 | $ | 905,902 | $ | 833,007 | ||||||||||
Fixed charges
|
170,852 | 156,976 | 144,930 | 130,278 | 121,129 | |||||||||||||||
Less: Capitalized interest
|
(1,376 | ) | (1,985 | ) | (1,079 | ) | (813 | ) | (791 | ) | ||||||||||
|
||||||||||||||||||||
Adjusted earnings
|
$ | 1,105,626 | $ | 1,057,027 | $ | 1,017,072 | $ | 1,035,367 | $ | 953,345 | ||||||||||
|
||||||||||||||||||||
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||||||||||||||||||||
Fixed charges
|
||||||||||||||||||||
Gross interest expense
|
$ | 121,592 | $ | 110,568 | $ | 102,341 | $ | 89,600 | $ | 79,301 | ||||||||||
Amortization of debt expense
|
1,719 | 1,559 | 2,343 | 4,230 | 7,334 | |||||||||||||||
Interest portion of rent expense
|
47,541 | 44,849 | 40,246 | 36,448 | 34,494 | |||||||||||||||
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||||||||||||||||||||
Total fixed charges
|
$ | 170,852 | $ | 156,976 | $ | 144,930 | $ | 130,278 | $ | 121,129 | ||||||||||
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||||||||||||||||||||
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Ratio of earnings to fixed charges
|
6.5 | 6.7 | 7.0 | 7.9 | 7.9 | |||||||||||||||
|
/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) |
||||