SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
10-K/A
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x
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Annual
Report under section 13 or 15(d) of the Securities Exchange Act
of 1934
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For
the
fiscal year ended August 27, 2005, or
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o
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Transition
report pursuant to section 13 or 15(d) of the Securities Exchange
Act of
1934
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For
the
transition period from ______ to ______.
Commission
file number 1-10714
AUTOZONE,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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62-1482048
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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123
South Front Street, Memphis, Tennessee 38103
(Address
of principal executive offices) (Zip Code)
(901)
495-6500
Registrant’s
telephone number, including area code
Securities
registered pursuant to Section 12(b) of the Act:
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Name
of each exchange
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Title
of each class
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on
which registered
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Common
Stock
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New
York Stock Exchange
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($.01
par value)
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Securities
registered pursuant to Section 12(g) of the Act:
None
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 period 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K § 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is an accelerated filer (as defined
in Rule
12b-2 of the Exchange Act). Yes x No
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
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
last sold, or the average bid and asked price of such common equity, as of
the
last business day of the registrant’s most recently completed second fiscal
quarter was $5,496,431,906.
The
number of shares of Common Stock outstanding as of November 18, 2005, was
76,682,280.
Documents
Incorporated By Reference
Portions
of the definitive Proxy Statement to be filed within 120 days of August 27,
2005, pursuant to Regulation 14A under the Securities Exchange Act of 1934
for
the Annual Meeting of Stockholders to be held December 14, 2005, are
incorporated by reference into Part III. Portions of AutoZone, Inc.’s 2005
Annual Report, which is attached as Exhibit 13.1, are incorporated by reference
into Part II and Part IV.
EXPLANATORY
NOTE
This
Form
10−K/A of AutoZone, Inc. amends the Annual Report on Form 10−K of the registrant
for the registrant’s fiscal year ended August 27, 2005. Specifically, this Form
10−K/A contains revised Section 302 certifications of the principal executive
officer and the principal accounting officer, as the originally contained
Section 302 certifications inadvertently omitted the paragraph 4(b)
certification relating to internal control over financial reporting (as defined
in Exchange Act Rules 13a−15(f) and 15d−15(f)). This certification is included
as paragraph 4(b) of the Section 302 certifications in this filing. The
corrected certifications, filed as Exhibits 31.1 and 31.2 to this filing,
supersede Exhibits 31.1 and 31.2 as initially filed with the Form 10-K.
This
Form
10-K/A does not reflect events occurring after the filing of the Form 10-K
and,
other than the filing of the corrected certifications mentioned above, does
not
modify or update the disclosures in the original Form 10-K in any way.
PART
IV
Item
15. Exhibits, Financial Statement Schedules, and Reports On Form
8-K
(a) The
following documents are filed as part of this report:
3. Exhibits
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31.1
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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.
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31.2
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Certification
of Principal Accounting 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.
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2
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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. | ||
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| By: | /s/ William C. Rhodes, III | |
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William C. Rhodes, III |
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| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: December 8, 2005 | ||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in
the
capacities and on the dates indicated:
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SIGNATURE
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TITLE
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DATE
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||
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/s/
J. R. Pitt Hyde, III
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Chairman
of the Board, Director
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December
8, 2005
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||
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J.
R. Pitt Hyde, III
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||||
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/s/
William C. Rhodes, III
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President,
Chief Executive Officer,
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December
8, 2005
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William
C. Rhodes, III
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&
Director (Principal Executive Officer)
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|||
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/s/
Charlie Pleas, III
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Vice
President, Controller
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December
8, 2005
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||
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Charlie
Pleas, III
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(Principal
Accounting Officer)
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|||
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/s/
Charles M. Elson
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Director
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December
8, 2005
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||
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Charles
M. Elson
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||||
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/s/
Sue E. Gove
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Director
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December
8, 2005
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Sue
E. Gove
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||||
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/s/
Earl G. Graves, Jr.
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Director
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December
8, 2005
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Earl
G. Graves, Jr.
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||||
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/s/
N. Gerry House
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Director
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December
8, 2005
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N.
Gerry House
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||||
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/s/
Edward S. Lampert
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Director
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December
8, 2005
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Edward
S. Lampert
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||||
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/s/
W. Andrew McKenna
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Director
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December
8, 2005
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W.
Andrew McKenna
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3
Exhibit
31.1
CERTIFICATION
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
I,
William C. Rhodes, III, certify that:
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1.
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I
have reviewed this Annual Report on Form 10-K of AutoZone, Inc.
(“registrant”);
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2.
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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;
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3.
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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;
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4.
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The
registrant's 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:
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(a)
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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;
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(b)
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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;
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(c)
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Evaluated
the effectiveness of the registrant's 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
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(d)
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Disclosed
in this report any change in the registrant's internal control
over
financial reporting that occurred during the registrant's most
recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer(s) and I have disclosed,
based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
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(a)
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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 registrant's ability
to record,
process, summarize and report financial information; and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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December
8, 2005
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| /s/ WILLIAM C. RHODES, III | ||
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William C. Rhodes, III |
||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
4
Exhibit
31.2
CERTIFICATION
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
I,
Charlie Pleas, III, certify that:
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1.
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I
have reviewed this Annual Report on Form 10-K of AutoZone, Inc.
(“registrant”);
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2.
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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;
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3.
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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;
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4.
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The
registrant's 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:
|
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(a)
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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;
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(b)
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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;
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(c)
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Evaluated
the effectiveness of the registrant's 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
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(d)
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Disclosed
in this report any change in the registrant's internal control
over
financial reporting that occurred during the registrant's most
recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer(s) and I have disclosed,
based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
|
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(a)
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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 registrant's ability
to record,
process, summarize and report financial information; and
|
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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December
8, 2005
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| By: | /s/ CHARLIE PLEAS III | |
|
Charlie Pleas, III |
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| Vice President, Controller | ||
| (Principal Accounting Officer) | ||
5