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Form 8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 11, 2005
Date of Report
(Date of earliest event reported)

AUTOZONE, INC.
(Exact name of registrant as specified in its charter)

Nevada   1-10714   62-1482048  
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)  
incorporation or organization)  

123 South Front Street
Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)

(901) 495-6500
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


   

Item 2.02. Results of Operations and Financial Condition

On March 11, 2005, AutoZone, Inc. issued a press release announcing the filing of its Form 10-Q for the fiscal second quarter ended February 12, 2005, which is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

The following exhibit is furnished with this Current Report pursuant to Item 2.02:

(c) Exhibits

  99.1 Press Release dated March 11, 2005.


   

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/ Michael G. Archbold
  Michael G. Archbold
  Senior Vice President and Chief
Financial Officer
  Customer Satisfaction

Dated: March 11, 2005


   

EXHIBIT INDEX

99.1 Press Release dated March 11, 2005


   

Exhibit 99.1

News:
For immediate release

AutoZone Files Form 10-Q for Fiscal Second Quarter 2005

Memphis, Tenn. (March 11, 2005) - AutoZone, Inc. (NYSE: AZO) today announced the filing of its Form 10-Q for the fiscal second quarter ended February 12, 2005.

As previously announced, based upon recent SEC clarification, these financial statements include an adjustment associated with its accounting for leases and related leasehold improvements. The non-cash adjustment expensed in the quarter was $25.4 million net of tax ($0.31 per share), substantially all of which related to prior years. For the remainder of fiscal 2005, the Company expects this change in accounting to have an immaterial impact on its results of operations.

As of February 12, 2005, AutoZone sells auto and light truck parts, chemicals and accessories through 3,474 AutoZone stores in 48 states plus the District of Columbia in the U.S. and 67 AutoZone stores in Mexico and also sells the ALLDATA brand diagnostic and repair software. On the web, AutoZone sells diagnostic and repair information and auto and light truck parts through www.autozone.com.

Certain statements contained in this press release 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; raw material costs of our suppliers; gasoline prices; war and the prospect of war, including terrorist activity; availability of consumer transportation; construction delays; access to available and feasible financing; and our ability to continue to negotiate pay-on-scan and other arrangements with our vendors. 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 of AutoZone’s Form 10-K for the fiscal year ended August 28, 2004, for more information related to those risks.

Contact Information:
Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com
Media: Ray Pohlman at (901) 495-7962, ray.pohlman@autozone.com


   

AutoZone’s 2nd Quarter Highlights — Fiscal 2005

Condensed Consolidated Statements of Operations
2nd Quarter
(in thousands, except per share data)

GAAP Results
Adjustments
Adjusted
12 Weeks Ended
February 12, 2005
12 Weeks Ended
February 14, 2004
12 Weeks Ended
February 12, 2005*
12 Weeks Ended
February 14, 2004
12 Weeks Ended
February 12, 2005*
12 Weeks Ended
February 14, 2004
Net sales   $1,204,055   $1,159,236   $          —   $         —   $1,204,055   $1,159,236  
Cost of sales   621,684   594,925   —   —   621,684   594,925  
   
 
 
 
 
 
 
Gross profit   582,371   564,311   —   —   582,371   564,311  
Operating SG&A expenses   433,652   395,785   (40,321 ) —   393,331   395,785  
   
 
 
 
 
 
 
Operating profit (EBIT)   148,719   168,526   40,321   —   189,040   168,526  
Interest expense, net   23,645   21,922   —   —   23,645   21,922  
   
 
 
 
 
 
 
Income before taxes   125,074   146,604   40,321   —   165,395   146,604  
Income taxes   30,981   54,950   30,219   —   61,200   54,950  
   
 
 
 
 
 
 
Net income   $     94,093   $     91,654   $   10,102   $         —   $   104,195   $     91,654  
   
 
 
 
 
 
 
Net income per share:  
  Basic   $         1.18   $         1.06   $       0.13   $         —   $         1.31   $         1.06  
  Diluted   $         1.16   $         1.04   $       0.12   $         —   $         1.29   $         1.04  
Weighted average shares outstanding:  
  Basic   79,692   86,618   79,692   86,618   79,692   86,618  
  Diluted   80,860   88,028   80,860   88,028   80,860   88,028  

* Fiscal year 2005 includes a non-cash adjustment, substantially all of which relates to prior years, of $25.4 million (net of tax) associated with accounting for leases and leasehold improvements. Additionally, fiscal year 2005 income taxes include a $15.3 million benefit primarily from the planned one-time repatriation from foreign subsidiaries.

Year-to-date 2nd Quarter, F2005

  GAAP Results
Adjustments
Adjusted
  24 Weeks Ended
February 12, 2005
24 Weeks Ended
February 14, 2004
24 Weeks Ended
February 12, 2005*
24 Weeks Ended
February 14, 2004**
24 Weeks Ended
February 12, 2005*
24 Weeks Ended
February 14, 2004**
Net sales   $2,490,258   $2,441,276   $          —   $           —   $2,490,258   $2,441,276  
Cost of sales   1,287,086   1,263,875   —   16,000   1,287,086   1,279,875  
Gross profit   1,203,172   1,177,401   —   (16,000 ) 1,203,172   1,161,401  
Operating SG&A expenses   838,140   793,771   (40,321 ) — 797,819   793,771  
Operating profit (EBIT)   365,032   383,630   40,321   (16,000 ) 405,353   367,630  
Interest expense, net   45,435   42,182   — — 45,435   42,182
Income before taxes   319,597   341,448   40,321   (16,000 ) 359,918   325,448  
Income taxes   102,981   128,050   30,219   (6,003 ) 133,200   122,048  
Net income   $   216,616   $   213,398   $   10,102   $     (9,997 ) $   226,718   $   203,400  
Net income per share:  
  Basic   $         2.72   $         2.43   $       0.13   $       (0.11 ) $         2.84   $         2.32  
  Diluted   $         2.68   $         2.39   $       0.13   $       (0.11 ) $         2.81   $         2.28  
Weighted average shares outstanding:  
  Basic   79,702   87,679   79,702   87,679   79,702   87,679  
  Diluted   80,803   89,219   80,803   89,219   80,803   89,219  

* Fiscal year 2005 includes a non-cash adjustment, substantially all of which relates to prior years, of $25.4 million (net of tax) associated with accounting for leases and leasehold improvements. Additionally, fiscal year 2005 income taxes include a $15.3 million benefit primarily from the planned one-time repatriation from foreign subsidiaries.

** Fiscal 2004 cost of sales includes a $16 million pre-tax gain from warranty.