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Mail Stop 3-8
February 3, 2005
By Facsimile and U.S. Mail
Mr. Steve Odland
Chairman and Chief Executive Officer
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103
Re: Form 10-K for the year ended August 28, 2004
Form 10-Q for the quarter ended November 20, 2004
File No. 1-10714
Dear Mr. Odland:
We have completed a limited review of the above referenced
filings. Our review was limited to certain areas of your
financial
statements and management`s discussion and analysis of financial
condition and results of operations. The review resulted in the
following accounting comments. All page references are keyed to
the
filings you submitted in electronic form on EDGAR.
FORM 10-K FOR THE YEAR ENDED AUGUST 28, 2004
Exhibit 13.1
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 4
Liquidity and Capital Resources
Financial Commitments, page 9
1. We note your disclosure in footnote (1) that long-term debt
balances exclude interest payments. Please tell us and revise
your
disclosure in future filings to include the amount of scheduled
payments for interest you expect on all outstanding debt for the
periods presented as required by Item 303 (a)(5)(ii)(A) of
Regulation
S-K.
2. Please include a separate line item in the table for all
purchase
obligations as required by Item 303 (a)(5)(ii)(D) of Regulation S-
K.
3. You disclose in the last paragraph that certain other
liabilities
reflected on your balance sheet have been excluded from the table
due
to the absence of scheduled maturities. Please advise us of the
amounts being excluded and what consideration you gave to
including
estimated payments for self-insured health benefits and workers`
compensation within your table of contractual obligations.
Off-Balance Sheet Arrangements, page 9
4. Please revise your disclosures to include the $147 million in
merchandise inventories on hand as of August 28, 2004 relating to
POS
arrangements, or explain to us why you do not believe this is
appropriate.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note A - Summary of Significant Accounting Policies, Pages 19-22
General
5. Please disclose in future filings your accounting policy for
estimating sales returns and allowances.
Property and Equipment, page 20
6. You disclose in Selected Financial Data and MD&A a net increase
in
retail stores of 201 in fiscal 2004 and 151 in fiscal 2003, but
depreciation expense appears to be decreasing the last two fiscal
years. Please explain to us the reason for this trend.
7. Supplementally please tell us and revise your disclosure in
future
filings to clarify the useful life used for leasehold
improvements.
In this regard, we note you disclosure of 5 to 15 years not to
exceed
the remaining lease term. Advise us of what periods are included
in
the remaining lease term and what factors are considered in your
determination, such as any bargain renewal options.
Revenue Recognition
8. Please expand your disclosure to specifically address your
accounting policy relating to merchandise sold under certain POS
arrangements with some vendors and gross reporting of these sales.
Please include the amount of sales included in the income
statement
relating to these types of POS arrangements for all periods
presented.
Vendor Allowances and Advertising Costs, page 21
9. You disclose that prior to the adoption of EITF 02-16 vendor
allowances were netted against advertising expense.
Supplementally
please tell us and revise your disclosures in future filings to
disclose the amounts netted against advertising expense for all
periods presented.
10. Explain to us and revise your disclosures to clarify when you
recognize rebates and incentives earned based on purchases or
product
sales. Do you recognize the rebate when the purchase volume is
achieved?
Recent Accounting Pronouncements, page 22
11. We note your disclosure regarding the adoption of EITF 02-16.
Supplementally please tell us and provide in future filings the
SAB
74 disclosures relating to the impact of your adoption of EITF 03-
10
on your financial statements.
Note C - Accrued Expenses, Page 34
12. We note your disclosure of accruals for medical and casualty
insurance claims relating to your self-insurance activities.
Please
tell us and disclose in future filings if your liability is
limited
to certain dollar levels in each type of claim area, or unlimited.
Please also disclose your accounting policy for estimating these
costs.
13. You disclose that through negotiations vendors assumed certain
of
your warranty liabilities resulting in credits to earnings of $42
million during fiscal 2004. Please explain to us how you measure
the
remaining amount of warranty obligation being retained by you and
the
portion assumed by the vendor. Please also explain to us how
vendor
allowances are used to reduce the amount of warranty liabilities
you
previously recorded in the financial statements. We may have
further
comment upon review of your response.
Note I - Pension and Savings Plans, pages 30
14. Supplementally please explain to us the reason why you changed
the actuarial assumptions by increasing the weighted average
discount
rate to 6.5% in fiscal 2004 and the impact of the change.
Note J - Leases, page 31
15. We note your disclosure that your leasing arrangements for the
retail stores include various provisions. Please tell us and
disclose in future filings how you account for leases with (a)
step
rent provisions and escalation clauses and (b) capital
improvements
funding and other lease concessions. If, as we assume, they are
taken into account in computing your minimum lease payments and
the
minimum lease payments are recognized on a straight-line basis
over
the minimum lease term, your note disclosures should indicate so.
If
our assumption is incorrect, please tell us how your accounting
treatment complies with SFAS 13 and FTB 88-1. Please also see
paragraph 5.n. of SFAS 13, as amended by SFAS 29, which discusses
how
lease payments that depend on an existing index or rate, such as
the
consumer price index or the prime interest rate, should be
included
in your minimum lease payments.
Note K - Restructuring and Closed Store Obligations, page 32
16. Supplementally please tell us the amounts separately for
additions, reversals and other adjustments due to changes in
estimates relating to the reserve balance along with the reason
and
basis for each change in the reserve. Please revise your
disclosures
in future filings accordingly.
17. We note your disclosure that store closures generally involve
the
negotiation of lease obligations and the write-down of leasehold
improvements. Please confirm to us that in your accounting of
store
closures there are no instances where the useful life of leasehold
improvements extended beyond the term of the lease.
18. Supplementally please tell us and disclose in future filings
why
you do not present that operations of the closed stores as
discontinued operations in accordance with paragraphs 41-44 of
SFAS
144. Provide us your basis in GAAP for your accounting treatment
and
related financial presentation of these store closings.
Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 2. Financial Statement Schedules, page 18
19. We note your table of changes for accrued sales and warranty
returns on page 24. Please provide Schedule II - Valuation and
Qualifying Accounts in future filings summarizing all reserves and
valuation accounts recorded for all periods presented as required
by
Rules 5-04(c) and 12-09 of Regulation S-X. Alternatively, such
disclosures may be provided in the notes to the financial
statements
or in MD&A.
Exhibit Index
Exhibits 31.1 and 31.2
20. The wording in each certification should be in the exact
format
provided by Item 601(b)(31) of Regulation S-K. In this regard,
the
title of the officer from the first sentence of each certification
should be excluded. Please confirm that the inclusion of the
title
in the first line of each certification for your CEO and CFO was
not
intended to limit the capacity in which such individuals provided
the
certification in your Form 10-K for the year ended August 28, 2004
and your Form 10-Q for the quarter ended November 20, 2004.
FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 20, 2004
21. Where applicable, please address the above comments in your
interim financial statements in future filings.
General
Please send us your response to our comments within ten days from
the
date of this letter. You should provide a cover letter keying
your
response to our comments, and provide the requested supplementary
information, if any. Where our comment requests you to revise
future
filings, we would expect that information to be included in your
next
filing. If you believe complying with a comment is not
appropriate,
please tell us why in your letter. Your supplemental response
should
be submitted in electronic form on EDGAR as a correspondence file.
Refer to Rule 101 (a) of Regulation S-T. If you have any
questions
regarding our comments, please direct them to Milwood Hobbs at
(202)
942-2846 or Donna Di Silvio at (202) 942-1852 or, in their
absence,
to the undersigned at (202) 942-2823. Any other questions
regarding
disclosure issues maybe directed to H. Christopher Owings at (202)
942-1900.
Sincerely,
Michael Moran
Branch Chief
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Mr. Steve Odland
AutoZone, Inc.
February 3, 2005
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