Nevada
|
62-1482048
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
Name
of each exchange
|
|
Title
of each class
|
on
which registered
|
Common
Stock
|
New
York Stock Exchange
|
($.01
par value)
|
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
|
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
|
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
|
|
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
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.
|
• |
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.
|
|
No.
of Stores
|
Square
Footage
|
|||||
Leased
|
1,764
|
10,440,562
|
|||||
Owned
|
2,107
|
14,272,799
|
|||||
Total
|
3,871
|
24,713,361
|
|
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
|
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
|
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
|
AUTOZONE, INC. | ||
|
|
|
Dated October 25, 2006 | By: | /s/ William C. Rhodes, III |
William
C. Rhodes, III
President
and Chief
Executive Officer
(Principal
Executive Officer)
|
||
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
|
||||
/s/
George R. MrKonic, Jr.
|
Director
|
October
25, 2006
|
||
George
R. MrKonic, Jr.
|
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.
|
|
4.1
|
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.
|
|
4.2
|
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.
|
|
4.3
|
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.
|
|
4.4
|
Form
of 6.95% Senior Note due 2016.
|
|
|
||
*10.1
|
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.
|
|
*10.2
|
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.
|
|
*10.3
|
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.
|
|
*10.4
|
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.
|
|
*10.5
|
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.
|
|
*10.6
|
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.
|
|
*10.7
|
|
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.
|
*10.8
|
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.
|
|
*10.9
|
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.
|
*10.10
|
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.
|
|
*10.11
|
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.
|
*10.12
|
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.
|
|
*10.13
|
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.
|
|
*10.14
|
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.
|
|
10.15
|
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.
|
|
10.16
|
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).
|
|
10.17
|
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.
|
|
10.18
|
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.
|
|
*10.19
|
Description
of severance agreement. Incorporated by reference to Exhibit 10.22
to the
Form 10-K for the fiscal year ended August 27, 2005.
|
|
*10.20
|
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.
|
|
*10.21
|
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.
|
|
10.22
|
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.
|
|
10.23
|
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.
|
|
10.24
|
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.
|
12.1
|
Computation
of Ratio of Earnings to Fixed Charges.
|
|
13.1
|
Fiscal
2006 Annual Report.
|
14.1
|
Code
of Ethical Conduct. Incorporated by reference to Exhibit 14.1 of
the Form
10-K for the fiscal year ended August 30, 2003.
|
|
21.1
|
Subsidiaries
of the Registrant.
|
|
23.1
|
Consent
of Ernst & Young LLP.
|
|
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.
|