Edgar Filing: AUTOZONE INC

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 22, 2014,

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number 1-10714

LOGO

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)


Nevada		62-1482048
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


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

(901) 495-6500

(Registrant’s telephone number, including area code)

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 periods 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value – 31,897,765 shares outstanding as of December 15, 2014.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
Item 4T.	Controls and Procedures	20
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23
EXHIBIT INDEX		24

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands)	November 22, 2014			August 30, 2014
Assets
Current assets:
Cash and cash equivalents	$	117,192		$	124,485
Accounts receivable		195,521			200,899
Merchandise inventories		3,280,228			3,140,100
Other current assets		107,548			110,420
Deferred income taxes		7,092			4,708

Total current assets		3,707,581			3,580,612

Property and equipment:
Property and equipment		5,598,394			5,500,674
Less: Accumulated depreciation and amortization		(2,240,330	)		(2,190,199	)

		3,358,064			3,310,475

Goodwill		383,917			367,829
Deferred income taxes		45,723			45,137
Other long-term assets		221,816			213,805

		651,456			626,771

	$	7,717,101		$	7,517,858

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,690,754		$	3,609,199
Accrued expenses and other		496,799			481,894
Income taxes payable		114,550			41,200
Deferred income taxes		229,626			227,891
Short-term borrowings		559,235			180,910

Total current liabilities		5,090,964			4,541,094

Long-term debt		3,862,865			4,162,890
Other long-term liabilities		426,082			435,731

Commitments and contingencies		—			—

Stockholders’ deficit:
Preferred stock, authorized 1,000 shares; no shares issued		—			—
Common stock, par value $.01 per share, authorized 200,000 shares; 33,951 shares issued and 31,826 shares outstanding as of November 22, 2014; 33,858 shares issued and 32,304 shares outstanding as of August 30, 2014		340			339
Additional paid-in capital		881,094			843,504
Retained deficit		(1,290,812	)		(1,529,123	)
Accumulated other comprehensive loss		(146,151	)		(128,903	)
Treasury stock, at cost		(1,107,281	)		(807,674	)

Total stockholders’ deficit		(1,662,810	)		(1,621,857	)

	$	7,717,101		$	7,517,858

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Twelve Weeks Ended
(in thousands, except per share data)	November 22, 2014		November 23, 2013
Net sales	$	2,260,264	$	2,093,578
Cost of sales, including warehouse and delivery expenses		1,083,603		1,007,881

Gross profit		1,176,661		1,085,697
Operating, selling, general and administrative expenses		768,099		701,971

Operating profit		408,562		383,726
Interest expense, net		37,060		42,431

Income before income taxes		371,502		341,295
Income taxes		133,192		123,208

Net income	$	238,310	$	218,087

Weighted average shares for basic earnings per share		32,132		34,111
Effect of dilutive stock equivalents		629		565

Weighted average shares for diluted earnings per share		32,761		34,676

Basic earnings per share	$	7.42	$	6.39

Diluted earnings per share	$	7.27	$	6.29

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Twelve Weeks Ended
(in thousands)	November 22, 2014			November 23, 2013
Net income	$	238,310		$	218,087

Other comprehensive (loss) income:
Pension liability adjustments, net of taxes ⁽¹⁾		1,217			952
Foreign currency translation adjustments		(18,361	)		7,507
Unrealized (losses) gains on marketable securities, net of taxes ⁽²⁾		(38	)		216
Net derivative activities, net of taxes ⁽³⁾		(66	)		26

Total other comprehensive (loss) income		(17,248	)		8,701

Comprehensive income	$	221,062		$	226,788

(1)

Pension liability adjustments are presented net of taxes of $846 in fiscal 2015 and $636 in fiscal 2014

(2)

Unrealized (losses) gains on marketable securities are presented net of taxes of $21 in fiscal 2015 and $116 in fiscal 2014

(3)

Net derivative activities are presented net of taxes of $36 in fiscal 2015 and $16 in fiscal 2014

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Twelve Weeks Ended
(in thousands)	November 22, 2014			November 23, 2013
Cash flows from operating activities:
Net income	$	238,310		$	218,087
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment and intangibles		61,045			55,772
Amortization of debt origination fees		1,521			1,711
Income tax benefit from exercise of stock options		(9,731	)		(6,244	)
Deferred income taxes		(954	)		1,978
Share-based compensation expense		8,804			9,252
Changes in operating assets and liabilities:
Accounts receivable		23,508			(1,241	)
Merchandise inventories		(84,498	)		(83,629	)
Accounts payable and accrued expenses		68,687			91,253
Income taxes payable		83,180			84,638
Other, net		(14,644	)		(14,234	)

Net cash provided by operating activities		375,228			357,343

Cash flows from investing activities:
Capital expenditures		(92,415	)		(82,607	)
Acquisition of business, net of cash		(75,744	)		—
Purchase of intangibles		(10,000	)		—
Purchase of marketable securities		(6,474	)		(6,312	)
Proceeds from sale of marketable securities		3,860			6,044
Disposal of capital assets and other, net		(34	)		(695	)

Net cash used in investing activities		(180,807	)		(83,570	)

Cash flows from financing activities:
Net proceeds (payments) from commercial paper		78,300			(13,500	)
Net proceeds from sale of common stock		19,603			16,210
Purchase of treasury stock		(299,606	)		(291,538	)
Income tax benefit from exercise of stock options		9,731			6,244
Payments of capital lease obligations		(9,192	)		(8,203	)

Net cash used in financing activities		(201,164	)		(290,787	)
Effect of exchange rate changes on cash		(550	)		675

Net decrease in cash and cash equivalents		(7,293	)		(16,339	)
Cash and cash equivalents at beginning of period		124,485			142,191

Cash and cash equivalents at end of period	$	117,192		$	125,852

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – General

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and related notes included in the AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 30, 2014.

Operating results for the twelve weeks ended November 22, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending August 29, 2015. Each of the first three quarters of AutoZone’s fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters for fiscal 2015 and 2014 each have 16 weeks. Additionally, the Company’s business is somewhat seasonal in nature, with the highest sales generally occurring during the months of February through September and the lowest sales generally occurring in the months of December and January.

Recently Issued Accounting Pronouncements: In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. ASU 2014-15 will require management to assess an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosure in circumstances in which substantial doubt exists. The Company does not expect the provision of ASU 2014-15 to have a material impact on its consolidated financial statements as the application of this guidance affects disclosure only. This update will be effective for the Company beginning with its annual period ending August 26, 2017.

Note B – Share-Based Payments

AutoZone recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date. Share-based payments include stock option grants, restricted stock grants, restricted stock unit grants and the discount on shares sold to employees under share purchase plans. Additionally, directors’ fees are paid in restricted stock units with value equivalent to the value of shares of common stock as of the grant date. The change in fair value of liability-based stock awards is also recognized in share-based compensation expense.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) was $8.8 million for the twelve week period ended November 22, 2014, and was $9.3 million for the comparable prior year period.

During the twelve week period ended November 22, 2014, 92,449 shares of stock options were exercised at a weighted average exercise price of $215.51. In the comparable prior year period, 87,378 shares of stock options were exercised at a weighted average exercise price of $193.24.

The Company made stock option grants of 325,500 shares during the twelve week period ended November 22, 2014, and granted options to purchase 341,785 shares during the comparable prior year period. The weighted average fair value of the stock option awards granted during the twelve week periods ended November 22, 2014, and November 23, 2013, using the Black-Scholes-Merton multiple-option pricing valuation model, was $104.66 and $96.39 per share, respectively, using the following weighted average key assumptions:


	Twelve Weeks Ended
	November 22, 2014			November 23, 2013
Expected price volatility		20	%		23	%
Risk-free interest rate		1.4	%		1.0	%
Weighted average expected lives (in years)		5.0			5.1
Forfeiture rate		9	%		9	%
Dividend yield		0	%		0	%

See AutoZone’s Annual Report on Form 10-K for the year ended August 30, 2014, for a discussion regarding the methodology used in developing AutoZone’s assumptions to determine the fair value of the option awards and a description of AutoZone’s 2011 Equity Incentive Award Plan, the 2011 Director Compensation Program, and the 2014 Director Compensation Plan.

For the twelve week period ended November 22, 2014, no stock options were excluded from the diluted earnings per share computation because they would have been anti-dilutive. For the comparable prior year period, no anti-dilutive shares were excluded from the dilutive earnings per share computation.

Note C – Fair Value Measurements

The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a hierarchy of valuation inputs to measure fair value.

The hierarchy prioritizes the inputs into three broad levels:

Level 1 inputs—unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. An active market for the asset or liability is one in which transactions for the asset or liability occur with sufficient frequency and volume to provide ongoing pricing information.

Level 2 inputs—inputs other than quoted market prices included in Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 2 inputs include, but are not limited to, quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted market prices that are observable for the asset or liability, such as interest rate curves and yield curves observable at commonly quoted intervals, volatilities, credit risk and default rates.

Level 3 inputs—unobservable inputs for the asset or liability.

Financial Assets & Liabilities Measured at Fair Value on a Recurring Basis

The Company’s assets and liabilities measured at fair value on a recurring basis were as follows:


	November 22, 2014
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Other current assets	$	11,745	$	495	$	—	$	12,240
Other long-term assets		53,071		22,499		—		75,570

	$	64,816	$	22,994	$	—	$	87,810


	August 30, 2014
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Other current assets	$	9,801	$	599	$	—	$	10,400
Other long-term assets		53,133		21,722		—		74,855

	$	62,934	$	22,321	$	—	$	85,255

At November 22, 2014, the fair value measurement amounts for assets and liabilities recorded in the accompanying Condensed Consolidated Balance Sheet consisted of short-term marketable securities of $12.2 million, which are included within Other current assets and long-term marketable securities of $75.6 million, which are included in Other long-term assets. The Company’s marketable securities are typically valued at the closing price in the principal active market as of the last business day of the quarter or through the use of other market inputs relating to the securities, including benchmark yields and reported trades. The fair values of the marketable securities, by asset class, are described in “Note D – Marketable Securities.”

Non-Financial Assets measured at Fair Value on a Non-Recurring Basis

Non-financial assets are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. The assets could include assets acquired in an acquisition as well as property, plant and equipment that are determined to be impaired. During the twelve week periods ended November 22, 2014 and November 23, 2013, the Company did not have any other significant non-financial assets measured at fair value on a non-recurring basis in periods subsequent to initial recognition.

Financial Instruments not Recognized at Fair Value

The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company’s debt is included in “Note H – Financing.”

Note D – Marketable Securities

The Company’s basis for determining the cost of a security sold is the “Specific Identification Model.” Unrealized gains (losses) on marketable securities are recorded in Accumulated other comprehensive loss. The Company’s available-for-sale marketable securities consisted of the following:


	November 22, 2014
(in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate securities	$	39,665	$	99	$	(46	)	$	39,718
Government bonds		16,816		36		—			16,852
Mortgage-backed securities		10,292		27		(80	)		10,239
Asset-backed securities and other		20,978		23		—			21,001

	$	87,751	$	185	$	(126	)	$	87,810


	August 30, 2014
(in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate securities	$	37,265	$	137	$	(15	)	$	37,387
Government bonds		16,822		16		(1	)		16,837
Mortgage-backed securities		8,791		22		(77	)		8,736
Asset-backed securities and other		22,260		35		—			22,295

	$	85,138	$	210	$	(93	)	$	85,255

The debt securities held at November 22, 2014, had effective maturities ranging from less than one year to approximately three years. The Company did not realize any material gains or losses on its marketable securities during the twelve week period ended November 22, 2014.

The Company holds 44 securities that are in an unrealized loss position of approximately $126 thousand at November 22, 2014. The Company has the intent and ability to hold these investments until recovery of fair value or maturity, and does not deem the investments to be impaired on an other than temporary basis. In evaluating whether the securities are deemed to be impaired on an other than temporary basis, the Company considers factors such as the duration and severity of the loss position, the credit worthiness of the investee, the term to maturity and the intent and ability to hold the investments until maturity or until recovery of fair value.

Included above in total marketable securities are $45.3 million of marketable securities transferred by the Company’s insurance captive to a trust account to secure its obligations to an insurance company related to future workers’ compensation and casualty losses.

Note E – Derivative Financial Instruments

At November 22, 2014, the Company had $11.6 million recorded in Accumulated other comprehensive loss related to realized losses associated with terminated interest rate swap and treasury rate lock derivatives which were designated as hedging instruments. Net losses are amortized into Interest expense over the remaining life of the associated debt. During the twelve week period ended November 22, 2014, the Company reclassified $42 thousand of net losses from Accumulated other comprehensive loss to Interest expense. In the comparable prior year period, the Company reclassified $42 thousand of net losses from Accumulated other comprehensive loss to Interest expense. The Company expects to reclassify $390 thousand of net losses from Accumulated other comprehensive loss to Interest expense over the next twelve months.

Note F – Merchandise Inventories

Inventories are stated at the lower of cost or market using the last-in, first-out (“LIFO”) method for domestic inventories and the first-in, first-out (“FIFO”) method for Mexico inventories. Included in inventories are related purchasing, storage and handling costs. Due to price deflation on the Company’s merchandise purchases, the Company’s domestic inventory balances are effectively maintained under the FIFO method. The Company’s policy is not to write up inventory in excess of replacement cost. The cumulative balance of this unrecorded adjustment, which will be reduced upon experiencing price inflation on the Company’s merchandise purchases, was $312.9 million at November 22, 2014, and $307.2 million at August 30, 2014.

Note G – Pension and Savings Plans

The components of net periodic pension expense related to the Company’s pension plans consisted of the following:


	Twelve Weeks Ended
(in thousands)	November 22, 2014			November 23, 2013
Interest cost	$	2,847		$	3,016
Expected return on plan assets		(3,757	)		(3,551	)
Amortization of net loss		2,063			1,588

Net periodic pension expense	$	1,153		$	1,053

The Company makes contributions in amounts at least equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006. During the twelve week period ended November 22, 2014, the Company made contributions to its funded plan in the amount of $1.2 million. The Company expects to contribute approximately $1.4 million to the plan during the remainder of fiscal 2015; however, a change to the expected cash funding may be impacted by a change in interest rates or a change in the actual or expected return on plan assets.

Note H – Financing

The Company’s long-term debt consisted of the following:


(in thousands)	November 22, 2014		August 30, 2014
5.750% Senior Notes due January 2015, effective interest rate of 5.89%	$	500,000	$	500,000
5.500% Senior Notes due November 2015, effective interest rate of 4.86%		300,000		300,000
6.950% Senior Notes due June 2016, effective interest rate of 7.09%		200,000		200,000
1.300% Senior Notes due January 2017, effective interest rate 1.43%		400,000		400,000
7.125% Senior Notes due August 2018, effective interest rate of 7.28%		250,000		250,000
4.000% Senior Notes due November 2020, effective interest rate of 4.43%		500,000		500,000
3.700% Senior Notes due April 2022, effective interest rate of 3.85%		500,000		500,000
2.875% Senior Notes due January 2023, effective interest rate of 3.21%		300,000		300,000
3.125% Senior Notes due July 2023, effective interest rate of 3.26%		500,000		500,000
Commercial paper, weighted average interest rate of 0.35% and 0.27% at November 22, 2014 and August 30, 2014, respectively		972,100		893,800

Total debt		4,422,100		4,343,800
Less: Short-term borrowings		559,235		180,910

Long-term debt	$	3,862,865	$	4,162,890

As of November 22, 2014, $972.1 million of commercial paper borrowings and $240.8 million of the 5.750% Senior Notes due January 2015 are classified as long-term in the accompanying Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through available capacity in its revolving credit facility. As of November 22, 2014, the Company had $1.213 billion of availability under its $1.25 billion revolving credit facility, expiring in September 2017, which would allow it to replace these short-term obligations with long-term financing.

On January 14, 2014, the Company issued $400 million in 1.300% Senior Notes due January 2017 under its shelf registration statement filed with the SEC on April 17, 2012 (the “Shelf Registration”). The Shelf Registration allows the Company to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new store openings, stock repurchases and acquisitions. Proceeds from the debt issuance on January 14, 2014, were used to repay a portion of the $500 million in 6.500% Senior Notes due January 2014. The Company used commercial paper borrowings to repay the remainder of the 6.500% Senior Notes.

In December 2013, the Company amended and restated its revolving credit facility, increasing the capacity under the revolving credit facility to $1.25 billion. This credit facility is available for refinancing of existing indebtedness and other general corporate purposes, including working capital, capital expenditures, share repurchases and acquisitions permitted under the documentation for the credit facility. The capacity of the credit facility may be increased to $1.5 billion prior to the maturity date at the Company’s election and subject to bank credit capacity and approval, may include up to $200 million in letters of credit and may include up to $175 million in capital leases each fiscal year. Under the revolving credit facility, the Company may borrow funds consisting of Eurodollar loans or base rate loans. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in the revolving credit facility, depending upon the Company’s senior, unsecured, (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans as defined in the credit facility. The Company also has the option to borrow funds under the terms of a swingline loan subfacility. The revolving credit facility expires in September 2017.

The fair value of the Company’s debt was estimated at $4.523 billion as of November 22, 2014, and $4.480 billion as of August 30, 2014, based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same terms (Level 2). Such fair value is greater than the carrying value of debt by $100.8 million at November 22, 2014, and $136.6 million at August 30, 2014.

Note I – Stock Repurchase Program

From January 1, 1998 to November 22, 2014, the Company has repurchased a total of 137.5 million shares at an aggregate cost of $14.330 billion, including 571,106 shares of its common stock at an aggregate cost of $299.6 million during the twelve week period ended November 22, 2014. On June 17, 2014, the Board voted to increase the authorization by $750 million to raise the cumulative share repurchase authorization from $14.15 billion to $14.9 billion. Considering the cumulative repurchases as of November 22, 2014, the Company had $569.6 million remaining under the Board’s authorization to repurchase its common stock.

Subsequent to November 22, 2014, the Company has repurchased no shares of its common stock.

Note J – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes certain adjustments to pension liabilities, foreign currency translation adjustments, certain activity for interest rate swaps and treasury rate locks that qualify as cash flow hedges and unrealized gains (losses) on available-for-sale securities. Changes in Accumulated other comprehensive loss consisted of the following:


(in thousands)	Pension Liability			Foreign Currency ⁽³⁾			Net Unrealized Gain on Securities			Derivatives			Total
Balance at August 30, 2014	$	(63,820	)	$	(57,836	)	$	76		$	(7,323	)	$	(128,903	)

Other comprehensive loss before reclassifications		—			(18,361	)		(33	)		(91	)		(18,485	)
Amounts reclassified from Accumulated other comprehensive loss ⁽¹⁾		1,217	⁽²⁾		—			(5	)⁽⁴⁾		25	⁽⁵⁾		1,237

Balance at November 22, 2014	$	(62,603	)	$	(76,197	)	$	38		$	(7,389	)	$	(146,151	)


(in thousands)	Pension Liability			Foreign Currency ⁽³⁾			Net Unrealized Gain on Securities			Derivatives			Total
Balance at August 31, 2013	$	(50,861	)	$	(62,483	)	$	(25	)	$	(7,419	)	$	(120,788	)

Other comprehensive income before reclassifications		—			7,507			226			—			7,733
Amounts reclassified from Accumulated other comprehensive loss ⁽¹⁾		952	⁽²⁾		—			(10	)⁽⁴⁾		26	⁽⁵⁾		968

Balance at November 23, 2013	$	(49,909	)	$	(54,976	)	$	191		$	(7,393	)	$	(112,087	)

(1)

Amounts in parentheses indicate debits to Accumulated other comprehensive loss.

(2)

Represents amortization of pension liability adjustments, net of taxes of $846 in fiscal 2015 and $636 in fiscal 2014, which is recorded in Operating, selling, general and administrative expenses on the Condensed Consolidated Statements of Income. See “Note G – Pension and Savings Plans” for further discussion.

(3)

Foreign currency is not shown net of additional U.S. tax as earnings of non-U.S. subsidiaries are intended to be permanently reinvested.

(4)

Represents realized gains on marketable securities, net of taxes of $3 in fiscal 2015 and $5 in fiscal 2014, which is recorded in Operating, selling, general, and administrative expenses on the Condensed Consolidated Statements of Income. See “Note D – Marketable Securities” for further discussion.

(5)

Represents gains and losses on derivatives, net of taxes of $17 in fiscal 2015 and $16 in fiscal 2014, which is recorded in Interest expense, net, on the Condensed Consolidated Statements of Income. See “Note E – Derivative Financial Instruments” for further discussion.

Note K – Acquisition

Effective September 27, 2014, the Company acquired the outstanding stock of Interamerican Motor Corporation (“IMC”), the second largest distributor of quality import replacement parts in the United States, for $75.7 million, net of cash. IMC specializes in parts coverage for European and Asian cars, and as of November 22, 2014, operated 17 branches. With this acquisition, the Company expects to grow its share in the aftermarket import car parts market. The results of operations from IMC have been included in the Company’s Auto Parts Stores business activities since the date of acquisition. Pro forma results of operations related to the acquisition of IMC are not presented as IMC’s results are not material to the Company’s condensed consolidated statements of operations. The purchase price allocation resulted in goodwill of $16.1 million and intangible assets totaling $8.3 million. Goodwill generated from the acquisition is primarily attributable to expected synergies and the assembled workforce. The allocation of the purchase price to goodwill and intangible assets is preliminary as of November 22, 2014 and subject to change upon completion of the final valuation of these assets.

Note L – Goodwill and Intangibles

The changes in the carrying amount of goodwill are as follows:


(in thousands)	Auto Parts Stores		Other		Total
Net balance as of August 30, 2014	$	302,645	$	65,184	$	367,829
Goodwill added through acquisition⁽¹⁾		16,088		—		16,088
Goodwill adjustments		—		—		—

Net balance as of November 22, 2014	$	318,733	$	65,184	$	383,917

(1)

See Note K for discussion of the acquisition completed during the twelve weeks ended November 22, 2014

The Company recorded an increase to intangible assets of $8.3 million during the twelve weeks ended November 22, 2014 related to the acquisition of IMC. The carrying amounts of intangible assets are included in Other long-term assets as follows:


(in thousands)	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing intangible assets:
Technology		3-5 years	$	10,570	$	(4,042	)	$	6,528
Noncompete agreements		5 years		1,300		(503	)		797
Customer relationships		3-15 years		54,676		(7,486	)		47,190

			$	66,546	$	(12,031	)		54,515

Non-amortizing intangible asset:

Trade name									26,600

Total intangible assets other than goodwill								$	81,115

Amortization expense of intangible assets for the twelve week period ended November 22, 2014 was $2.1 million. During the comparable prior year period there was $946 thousand in amortization expense of intangible assets.

During the twelve week period ended November 22, 2014, the Company made an installment payment for $10 million related to certain customer relationships purchased during fiscal 2014 relating to its ALLDATA operations.

Note M – Litigation

In 2004, the Company acquired a store site in Mount Ephraim, New Jersey that had previously been the site of a gasoline service station and contained evidence of groundwater contamination. Upon acquisition, the Company voluntarily reported the groundwater contamination issue to the New Jersey Department of Environmental Protection and entered into a Voluntary Remediation Agreement providing for the remediation of the contamination associated with the property. The Company has conducted and paid for (at an immaterial cost to the Company) remediation of contamination on the property. The Company is also investigating, and will be addressing, potential vapor intrusion impacts in downgradient residences and businesses. The New Jersey Department of Environmental Protection has asserted, in a Directive and Notice to Insurers dated February 19, 2013 and again in an Amended Directive and Notice to Insurers dated January 13, 2014 (collectively the “Directives”), that the Company is liable for the downgradient impacts under a joint and severable liability theory. The Company has contested any such assertions due to the existence of other entities/sources of contamination, some of which are named in the Directives, in the area of the property. Pursuant to the Voluntary Remediation Agreement, upon completion of all remediation required by the agreement, the Company believes it should be eligible to be reimbursed up to 75 percent of qualified remediation costs by the State of New Jersey. The Company has asked the state for clarification that the agreement applies to off-site work, and the state is considering the request. Although the aggregate amount of additional costs that the Company may incur pursuant to the remediation cannot currently be ascertained, the Company does not currently believe that fulfillment of its obligations under the agreement or otherwise will result in costs that are material to its financial condition, results of operations or cash flow.

In July 2014, the Company received a subpoena from the District Attorney of the County of Alameda, along with other environmental prosecutorial offices in the state of California, seeking documents and information related to the handling, storage and disposal of hazardous waste. The Company is cooperating fully with the request and cannot predict the ultimate outcome of these efforts.

The Company is involved in various other legal proceedings incidental to the conduct of its business, including several lawsuits containing class-action allegations in which the plaintiffs are current and former hourly and salaried employees who allege various wage and hour violations and unlawful termination practices. The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company’s financial condition, results of operations or cash flows.

Note N – Segment Reporting

The Company’s four operating segments (Domestic Auto Parts, Mexico, Brazil, and IMC) are aggregated as one reportable segment: Auto Parts Stores. The criteria the Company used to identify the reportable segment are primarily the nature of the products the Company sells and the operating results that are regularly reviewed by the Company’s chief operating decision maker to make decisions about the resources to be allocated to the business units and to assess performance. The accounting policies of the Company’s reportable segment are the same as those described in Note A in its Annual Report on Form 10-K for the year ended August 30, 2014.

The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories through the Company’s 5,434 locations in the United States, Puerto Rico, Mexico, and Brazil. Each location carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products.

The Other category reflects business activities of three operating segments that are not separately reportable due to the materiality of these operating segments. The operating segments include ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the automotive repair industry; E-commerce, which includes direct sales to customers through www.autozone.com; and AutoAnything, which includes direct sales to customers through www.autoanything.com.

The Company evaluates its reportable segment primarily on the basis of net sales and segment profit, which is defined as gross profit. Segment results for the periods presented were as follows:


	Twelve Weeks Ended
(in thousands)	November 22, 2014			November 23, 2013
Net Sales
Auto Parts Stores	$	2,181,532		$	2,019,570
Other		78,732			74,008

Total	$	2,260,264		$	2,093,578

Segment Profit
Auto Parts Stores	$	1,132,335		$	1,044,016
Other		44,326			41,681

Gross profit		1,176,661			1,085,697
Operating, selling, general and administrative expenses		(768,099	)		(701,971	)
Interest expense, net		(37,060	)		(42,431	)

Income before income taxes	$	371,502		$	341,295

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

AutoZone, Inc.

We have reviewed the condensed consolidated balance sheet of AutoZone, Inc. as of November 22, 2014, the related condensed consolidated statements of income for the twelve week periods ended November 22, 2014 and November 23, 2013, the condensed consolidated statements of comprehensive income for the twelve week periods ended November 22, 2014 and November 23, 2013, and the condensed consolidated statements of cash flows for the twelve week periods ended November 22, 2014 and November 23, 2013. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of AutoZone, Inc. as of August 30, 2014, and the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for the year then ended, not presented herein, and, in our report dated October 27, 2014, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 30, 2014, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Memphis, Tennessee

December 18, 2014

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are the nation’s leading retailer, and a leading distributor, of automotive replacement parts and accessories in the United States. We began operations in 1979 and at November 22, 2014, operated 5,006 AutoZone stores in the United States, including Puerto Rico; 406 in Mexico; five in Brazil; and 17 Interamerican Motor Corporation (“IMC”) branches. Each AutoZone store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At November 22, 2014, in 3,906 of our domestic AutoZone stores, we also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. We have commercial programs in select stores in Mexico and Brazil. IMC branches carry an extensive line of OE quality import replacement parts. We also sell the ALLDATA brand automotive diagnostic and repair software through www.alldata.com and www.alldatadiy.com. Additionally, we sell automotive hard parts, maintenance items, accessories, and non-automotive products through www.autozone.com, and accessories and performance parts through www.autoanything.com, and our commercial customers can make purchases through www.autozonepro.com and www.imcparts.net. We do not derive revenue from automotive repair or installation services.

Operating results for the twelve weeks ended November 22, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending August 29, 2015. Each of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters for fiscal 2014 and fiscal 2015 each have 16 weeks. Our business is somewhat seasonal in nature, with the highest sales generally occurring during the months of February through September and the lowest sales generally occurring in the months of December and January.

Executive Summary

Net sales were up 8.0% for the quarter driven by domestic same store sales growth of 4.5%, net sales of $38.9 million from new stores and increased commercial programs, and the inclusion of the sales from the acquisition of IMC. Earnings per share increased 15.6% for the quarter.

Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to fuel costs, unemployment rates, and other economic conditions. Given the nature of these macroeconomic factors, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.

One macroeconomic factor affecting our customers and industry during the first quarter of fiscal 2015 was gas prices. During the quarter, the price per gallon of unleaded gasoline in the United States began the quarter at $3.46 per gallon and ended the quarter at $2.82 per gallon, a $0.64 decrease. During the comparable prior year period, gas prices decreased by $0.32 per gallon, beginning at $3.62 per gallon and ending at $3.30 per gallon. We believe reduced gas prices gave our customers additional disposable income and positively impacted our sales during the quarter. With approximately 11 billion gallons of unleaded gas consumed each month across the U.S., each $1 decrease at the pump contributes approximately $11 billion of additional spending capacity to consumers each month. Given the unpredictability of gas prices, we cannot predict whether gas prices will increase or decrease, nor can we predict how any future changes in gas prices will impact our sales in future periods.

During the first quarter of fiscal 2015, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales, with failure related categories continuing to be our strongest performers. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, our sales mix can be impacted by severe or unusual weather over a short term period. Over the long term, we believe the impact of the weather on our sales mix is not significant. We believe the colder weather experienced over the last two weeks of the quarter resulted in a favorable impact to our sales.

Our primary response to fluctuations in the demand for the products we sell is to adjust our advertising message, store staffing, and product assortment. Specifically, during fiscal 2014 and 2015, we have closely studied our hub distribution model and store inventory levels and assortment. As a result, we are performing certain strategic tests including adding additional inventory into our hub stores, increasing product availability in our stores, and testing different delivery frequencies from our distribution centers. All of these tests are designed to significantly increase our ability to meet our customers’ needs.

The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven year old or older vehicles on the road. While over the long-term, we have seen a close correlation between our net sales and the number of miles driven, we have also seen time frames of minimal correlation in sales performance and miles driven. During the periods of minimal correlation between net sales and miles driven, we believe net sales have been positively impacted by other factors, including the number of seven year old or older vehicles on the road. The average age of the U.S. light vehicle fleet continues to trend in our industry’s favor. We believe that annual miles driven will improve to a low single digit growth rate over time and that the number of seven year old or older vehicles will continue to increase; however, we are unable to predict the impact, if any, these indicators will have on future results.

Effective September 27, 2014, we acquired the outstanding stock of IMC, the second largest distributor of quality import replacement parts in the United States, for $75.7 million, net of cash. IMC specializes in parts coverage for European and Asian cars, and as of November 22, 2014, operated 17 branches. With this acquisition, we expect to grow our share in the aftermarket import car parts market. The results of operations from IMC have been included in our Auto Parts Stores business activities since the date of acquisition. The purchase price allocation resulted in goodwill of $16.1 million and intangible assets totaling $8.3 million. Goodwill generated from the acquisition is primarily attributable to expected synergies and the assembled workforce. The allocation of the purchase price to goodwill and intangible assets is preliminary as of November 22, 2014 and subject to change upon completion of the final valuation of these assets.

Twelve Weeks Ended November 22, 2014,

Compared with Twelve Weeks Ended November 23, 2013

Net sales for the twelve weeks ended November 22, 2014 increased $166.7 million to $2.260 billion, or 8.0%, over net sales of $2.094 billion for the comparable prior year period. Total auto parts sales increased by 8.0%, primarily driven by domestic same store sales, net sales of $38.9 million from new stores and increased commercial programs, and the inclusion of the sales from the acquisition of IMC.

Gross profit for the twelve weeks ended November 22, 2014 was $1.177 billion, or 52.1% of net sales, compared with $1.086 billion, or 51.9% of net sales, during the comparable prior year period. The improvement in gross margin was attributable to higher merchandise margins and lower shrink expense, partially offset by the impact on margin from the IMC acquisition completed this quarter (24 basis points).

Operating, selling, general and administrative expenses for the twelve weeks ended November 22, 2014 were $768.1 million, or 34.0% of net sales, compared with $702.0 million, or 33.5% of net sales, during the comparable prior year period. The increase in operating expenses, as a percentage of sales, was primarily due to higher legal costs (22 basis points) and higher self-insured medical costs (14 basis points).

Net interest expense for the twelve weeks ended November 22, 2014 was $37.1 million compared with $42.4 million during the comparable prior year period. The decrease was primarily due to a decline in borrowing rates, partially offset by higher borrowing levels over the comparable year period. Average borrowings for the twelve weeks ended November 22, 2014 were $4.363 billion, compared with $4.138 billion for the comparable prior year period. Weighted average borrowing rates were 3.4% for the twelve weeks ended November 22, 2014 and 4.2% for the twelve weeks ended November 23, 2013.

Our effective income tax rate was 35.9% of pretax income for the twelve weeks ended November 22, 2014 and 36.1% for the comparable prior year period.

Net income for the twelve week period ended November 22, 2014 increased by $20.2 million to $238.3 million, and diluted earnings per share increased by 15.6% to $7.27 from $6.29 in the comparable prior year period. The impact on current quarter diluted earnings per share from stock repurchases since the end of the comparable prior year period was an increase of $0.36.

Liquidity and Capital Resources

The primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. For the twelve weeks ended November 22, 2014, our net cash flows from operating activities provided $375.2 million as compared with $357.3 million provided during the comparable prior year period. The increase is primarily due to timing of vendor funding payments and increased net income, partially offset by the change in inventory, net of payables.

Our net cash flows from investing activities for the twelve weeks ended November 22, 2014 used $180.8 million as compared with $83.6 million used in the comparable prior year period. Capital expenditures for the twelve weeks ended November 22, 2014 were $92.4 million compared to $82.6 million for the comparable prior year period. The increase is primarily driven by the number of stores opened. Cash flows used in the acquisition of IMC were $75.7 million in the twelve week period ended November 22, 2014. Cash flows were also used in the purchase of other intangibles for $10 million during the same period. There were no acquisitions or purchase of intangibles in the twelve week period ended November 23, 2013. Investing cash flows were also impacted by our wholly owned captive insurance company, which purchased $6.5 million and sold $3.9 million in marketable securities during the twelve weeks ended November 22, 2014. During the comparable prior year period, the captive purchased $6.3 million in marketable securities and sold $6.0 million in marketable securities. Capital asset disposals and other used $34 thousand during the twelve week period ended November 22, 2014 and used $0.7 million in the comparable prior year period.

Our net cash flows from financing activities for the twelve weeks ended November 22, 2014 used $201.2 million compared to $290.8 million used in the comparable prior year period. During the twelve weeks ended November 22, 2014 and the comparable year period, we received no proceeds from the issuance of debt, and there were no repayments of debt. For the twelve weeks ended November 22, 2014, there were $78.3 million in proceeds from commercial paper, as compared to $13.5 million of payments of commercial paper in the comparable prior year period. Stock repurchases were $299.6 million in the current twelve week period as compared with $291.5 million in the comparable prior year period. For the twelve weeks ended November 22, 2014, proceeds from the sale of common stock and exercises of stock options provided $29.3 million, including $9.7 million in related tax benefits. In the comparable prior year period, proceeds from the sale of common stock and exercises of stock options provided $22.5 million, including $6.2 million in related tax benefits.

During fiscal 2015, we expect to invest in our business at an increased rate as compared to fiscal 2014. Our investments are expected to be directed primarily to our new-store development program, enhancements to existing stores, supply chain infrastructure, investments in technology, and the acquisition of IMC. The amount of our investments in our new-store program is impacted by different factors, including such factors as whether the building and land are purchased (requiring higher investment) or leased (generally lower investment), located in the United States, Mexico or Brazil, or located in urban or rural areas. Our mix of store openings has moved away from build-to-suit leases (lower initial capital investment) to ground leases and land purchases (higher initial capital investment), resulting in increased capital expenditures per store over the previous three years, and we expect this trend to continue during the fiscal year ending August 29, 2015.

In addition to the building and land costs, our new-store development program requires working capital, predominantly for inventories. Historically, we have negotiated extended payment terms from suppliers, reducing the working capital required and resulting in a high accounts payable to inventory ratio. Accounts payable, as a percentage of gross inventory, was 112.5% compared to 115.6% last year. The decrease was driven by a slight slow-down in inventory turns due to increased inventory as a result of certain strategic initiatives and tests and the inclusion of IMC. We plan to continue leveraging our inventory purchases; however, our ability to do so may be limited by our vendors’ capacity to factor their receivables from us. Certain vendors participate in financing arrangements with financial institutions whereby they factor their receivables from us, allowing them to receive payment on our invoices at a discounted rate.

Depending on the timing and magnitude of our future investments (either in the form of leased or purchased properties or acquisitions), we anticipate that we will rely primarily on internally generated funds and available borrowing capacity to support a majority of our capital expenditures, working capital requirements and stock repurchases. The balance may be funded through new borrowings. We anticipate that we will be able to obtain such financing in view of our current credit ratings and favorable experiences in the debt markets in the past.

For the trailing four quarters ended November 22, 2014, our after-tax return on invested capital (“ROIC”) was 31.7% as compared to 32.7% for the comparable prior year period. ROIC is calculated as after-tax operating profit (excluding rent charges) divided by average invested capital (which includes a factor to capitalize operating leases). ROIC decreased primarily due to the increase in average debt, which was driven by recent investments in the business. We use ROIC to evaluate whether we are effectively using our capital resources and believe it is an important indicator of our overall operating performance.

Debt Facilities

In December 2013, we amended and restated our revolving credit facility, increasing the capacity under the revolving credit facility to $1.25 billion. This credit facility is available for refinancing of existing indebtedness and other general corporate purposes, including working capital, capital expenditures, share repurchases and acquisitions permitted under the documentation for the credit facility. The capacity of the credit facility may be increased to $1.5 billion prior to the maturity date at our election and subject to bank credit capacity and approval, may include up to $200 million in letters of credit and may include up to $175 million in capital leases each fiscal year. Under the revolving credit facility, we may borrow funds consisting of Eurodollar loans or base rate loans. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in the revolving credit facility, depending upon our senior, unsecured, (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans as defined in the credit facility. We also have the option to borrow funds under the terms of a swingline loan subfacility. The revolving credit facility expires in September 2017.

We also maintain a letter of credit facility that allows us to request the participating bank to issue letters of credit on our behalf up to an aggregate amount of $100 million. The letter of credit facility is in addition to the letters of credit that may be issued under the revolving credit facility. As of November 22, 2014, we have $91.8 million in letters of credit outstanding under the letter of credit facility, which expires in June 2016.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, we had $28.1 million in letters of credit outstanding as of November 22, 2014. These letters of credit have various maturity dates and were issued on an uncommitted basis.

As of November 22, 2014, $972.1 million of commercial paper borrowings and $240.8 million of the 5.750% Senior Notes due January 2015 are classified as long-term in the accompanying Consolidated Balance Sheets as we have the ability and intent to refinance on a long-term basis through available capacity in our revolving credit facility. As of November 22, 2014, we had $1.213 billion of availability under our $1.25 billion revolving credit facility, expiring in September 2017, which would allow us to replace these short-term obligations with long-term financing.

On January 14, 2014, we issued $400 million in 1.300% Senior Notes due January 2017 under our shelf registration statement filed with the SEC on April 17, 2012 (the “Shelf Registration”). The Shelf Registration allows us to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new store openings, stock repurchases and acquisitions. Proceeds from the debt issuance on January 14, 2014 were used to repay a portion of the $500 million in 6.500% Senior Notes due January 2014. We used commercial paper borrowings to repay the remainder of the 6.500% Senior Notes.

The 5.750% Senior Notes issued in July 2009 and the 7.125% Senior Notes issued during August 2008, (collectively, the “Notes”), are subject to an interest rate adjustment if the debt ratings assigned to the Notes are downgraded. Further, all Senior Notes issued since August 2008 contain a provision that repayment of the notes may be accelerated if we experience a change in control (as defined in the agreements). Our borrowings under our other senior notes contain minimal covenants, primarily restrictions on liens. Under our other borrowing arrangements, covenants include limitations on total indebtedness, restrictions on liens, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances. All of the repayment obligations under our borrowing arrangements may be accelerated and come due prior to the scheduled payment date if covenants are breached or an event of default occurs. As of November 22, 2014, we were in compliance with all covenants and expect to remain in compliance with all covenants.

Our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based expense (“EBITDAR”) ratio was 2.5:1 as of November 22, 2014, and was 2.5:1 as of November 23, 2013. We calculate adjusted debt as the sum of total debt, capital lease obligations and rent times six; and we calculate EBITDAR by adding interest, taxes, depreciation, amortization, rent and share-based expenses to net income. Adjusted debt to EBITDAR is calculated on a trailing four quarter basis. We target our debt levels to a ratio of adjusted debt to EBITDAR in order to maintain our investment grade credit ratings. We believe this is important information for the management of our debt levels.

Stock Repurchases

From January 1, 1998 to November 22, 2014, we repurchased a total of 137.5 million shares at an aggregate cost of $14.330 billion, including 571,106 shares of our common stock at an aggregate cost of $299.6 million during the twelve week period ended November 22, 2014. On June 17, 2014 the Board voted to increase the authorization by $750 million to raise the cumulative share repurchase authorization from $14.15 billion to $14.9 billion. Considering the cumulative repurchases as of November 22, 2014, we have $569.6 million remaining under the Board’s authorization to repurchase our common stock.

Subsequent to November 22, 2014, we have repurchased no shares of our common stock.

Off-Balance Sheet Arrangements

Since our fiscal year end, we have cancelled, issued and modified stand-by letters of credit that are primarily renewed on an annual basis to cover deductible payments to our casualty insurance carriers. Our total stand-by letters of credit commitment at November 22, 2014 was $124.5 million compared with $135.9 million at August 30, 2014, and our total surety bonds commitment at November 22, 2014 was $35.0 million compared with $28.1 million at August 30, 2014.

Financial Commitments

As of November 22, 2014, there were no significant changes to our contractual obligations as described in our Annual Report on Form 10-K for the year ended August 30, 2014.

Reconciliation of Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include certain financial measures not derived in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders’ value.

Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors. Furthermore, our management and the Compensation Committee of the Board use the abovementioned non-GAAP financial measures to analyze and compare our underlying operating results and to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.

Reconciliation of Non-GAAP Financial Measure: After-Tax Return on Invested Capital “ROIC”

The following tables calculate the percentages of ROIC for the trailing four quarters ended November 22, 2014 and November 23, 2013.


	A			B			A-B=C			D			C+D
(in thousands, except percentage)	Fiscal Year Ended August 30, 2014			Twelve Weeks Ended November 23, 2013			Forty Weeks Ended August 30, 2014			Twelve Weeks Ended November 22, 2014			Trailing Four Quarters Ended November 22, 2014
Net income	$	1,069,744		$	218,087		$	851,657		$	238,310		$	1,089,967
Adjustments:
Interest expense		167,509			42,431			125,078			37,060			162,138
Rent expense		253,813			57,176			196,637			61,893			258,530
Tax effect ⁽¹⁾		(149,991	)		(35,460	)		(114,531	)		(35,227	)		(149,758	)

After-tax return	$	1,341,075		$	282,234		$	1,058,841		$	302,036		$	1,360,877

Average debt ⁽²⁾													$	4,327,897
Average deficit ⁽³⁾														(1,704,876	)
Rent x 6 ⁽⁴⁾														1,551,180
Average capital lease obligations ⁽⁵⁾														112,220

Pre-tax invested capital													$	4,286,421

ROIC														31.7	%


	A			B			A-B=C			D			C+D
(in thousands, except percentage)	Fiscal Year Ended August 31, 2013⁽⁶⁾			Twelve Weeks Ended November 17, 2012			Forty-one Weeks Ended August 31, 2013⁽⁶⁾			Twelve Weeks Ended November 23, 2013			Trailing Four Quarters Ended November 23, 2013⁽⁶⁾
Net income	$	1,016,480		$	203,452		$	813,028		$	218,087		$	1,031,115
Adjustments:
Interest expense		185,415			41,104			144,311			42,431			186,742
Rent expense		246,340			54,714			191,626			57,176			248,802
Tax effect ⁽¹⁾		(154,568	)		(34,303	)		(120,265	)		(35,659	)		(155,924	)

After-tax return	$	1,293,667		$	264,967		$	1,028,700		$	282,035		$	1,310,735

Average debt ⁽²⁾													$	4,032,420
Average deficit ⁽³⁾														(1,616,472	)
Rent x 6 ⁽⁴⁾														1,492,812
Average capital lease obligations ⁽⁵⁾														102,911

Pre-tax invested capital													$	4,011,671

ROIC														32.7	%

(1)

The effective tax rate was 35.6% and 35.8% over the trailing four quarters ended November 22, 2014 and November 23, 2013 respectively.

(2)

Average debt is equal to the average debt measured as of the previous five quarters.

(3)

Average equity is equal to the average stockholders’ deficit measured as of the previous five quarters.

(4)

Rent is multiplied by a factor of six to capitalize operating leases in the determination of pre-tax invested capital.

(5)

Average capital lease obligations are equal to the average capital lease obligations measured as of the previous five quarters. Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to Earnings before Interest, Taxes, Depreciation, Rent and Share-Based Expense “EBITDAR.”

(6)

The fiscal year ended August 31, 2013 consisted of 53 weeks resulting in an additional week for the trailing four quarters ended November 23, 2013.

Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to Earnings before Interest, Taxes, Depreciation, Rent and Share-Based Expense

The following tables calculate the ratio of adjusted debt to EBITDAR for the trailing four quarters ended November 22, 2014 and November 23, 2013.


	A		B		A-B=C		D		C+D
(in thousands, except ratio)	Fiscal Year Ended August 30, 2014		Twelve Weeks Ended November 23, 2013		Forty Weeks Ended August 30, 2014		Twelve Weeks Ended November 22, 2014		Trailing Four Quarters Ended November 22, 2014
Net income	$	1,069,744	$	218,087	$	851,657	$	238,310	$	1,089,967
Add: Interest expense		167,509		42,431		125,078		37,060		162,138
Income tax expense		592,970		123,208		469,762		133,192		602,954

EBIT		1,830,223		383,726		1,446,497		408,562		1,855,059
Add: Depreciation expense		251,267		55,772		195,495		61,045		256,540
Rent expense		253,813		57,176		196,637		61,893		258,530
Share-based expense		39,390		9,252		30,138		8,804		38,942

EBITDAR	$	2,374,693	$	505,926	$	1,868,767	$	540,304	$	2,409,071

Debt									$	4,422,100
Capital lease obligations										124,898
Add: Rent x 6 ⁽¹⁾										1,551,180

Adjusted debt									$	6,098,178

Adjusted debt / EBITDAR										2.5


	A		B		A-B=C		D		C+D
(in thousands, except ratio)	Fiscal Year Ended August 31, 2013⁽²⁾		Twelve Weeks Ended November 17, 2012		Forty-one Weeks Ended August 31, 2013⁽²⁾		Twelve Weeks Ended November 23, 2013		Trailing Four Quarters Ended November 23, 2013⁽²⁾
Net income	$	1,016,480	$	203,452	$	813,028	$	218,087	$	1,031,115
Add: Interest expense		185,415		41,104		144,311		42,431		186,742
Income tax expense		571,203		118,720		452,483		123,208		575,691

EBIT		1,773,098		363,276		1,409,822		383,726		1,793,548
Add: Depreciation expense		227,251		50,700		176,551		55,772		232,323
Rent expense		246,340		54,714		191,626		57,176		248,802
Share-based expense		37,307		8,131		29,176		9,252		38,428

EBITDAR	$	2,283,996	$	476,821	$	1,807,175	$	505,926	$	2,313,101

Debt									$	4,173,500
Capital lease obligations										103,163
Add: Rent x 6 ⁽¹⁾										1,492,812

Adjusted debt									$	5,769,475

Adjusted debt / EBITDAR										2.5

(1)

Rent is multiplied by a factor of six to capitalize operating leases in the determination of adjusted debt.

(2)

The fiscal year ended August 31, 2013 consisted of 53 weeks resulting in an additional week for the trailing four quarters ended November 23, 2013.

Recent Accounting Pronouncements:

Refer to Note A for the discussion of recent accounting pronouncements.

Critical Accounting Policies

Preparation of our consolidated financial statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent liabilities. Our policies are evaluated on an ongoing basis, and our significant judgments and estimates are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions.

Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 30, 2014. Our critical accounting policies have not changed since the filing of our Annual Report on Form 10-K for the year ended August 30, 2014.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q 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: credit market conditions; the impact of recessionary conditions; competition; product demand; the ability to hire and retain qualified employees; consumer debt levels; inflation; weather; raw material costs of our suppliers; energy prices; war and the prospect of war, including terrorist activity; construction delays; access to available and feasible financing; and changes in laws or regulations. Certain of these risks are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 30, 2014, and these Risk Factors should be read carefully. 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 events described above and in the “Risk Factors” 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

At November 22, 2014, the only material changes to our instruments and positions that are sensitive to market risk since the disclosures in our 2014 Annual Report to Stockholders were the $78.3 million net increase in commercial paper.

The fair value of our debt was estimated at $4.523 billion as of November 22, 2014 and $4.480 billion as of August 30, 2014, based on the quoted market prices for the same or similar debt issues or on the current rates available to AutoZone for debt of the same terms. Such fair value is greater than the carrying value of debt by $100.8 million at November 22, 2014 and $136.6 million at August 30, 2014. We had $972.1 million of variable rate debt outstanding at November 22, 2014 and $893.8 million of variable rate debt outstanding at August 30, 2014. At these borrowing levels for variable rate debt, a one percentage point increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows of $9.7 million in fiscal 2015. The primary interest rate exposure on variable rate debt is based on LIBOR. We had outstanding fixed rate debt of $3.450 billion at November 22, 2014 and August 30, 2014. A one percentage point increase in interest rates would reduce the fair value of our fixed rate debt by $137.4 million at November 22, 2014.

Item 4. Controls and Procedures.

As of November 22, 2014, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of November 22, 2014. During or subsequent to the quarter ended November 22, 2014, there were no changes in our internal controls that have materially affected or are reasonably likely to materially affect, internal controls over financial reporting.

Item 4T. Controls and Procedures.

Not applicable.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In 2004, we acquired a store site in Mount Ephraim, New Jersey that had previously been the site of a gasoline service station and contained evidence of groundwater contamination. Upon acquisition, we voluntarily reported the groundwater contamination issue to the New Jersey Department of Environmental Protection and entered into a Voluntary Remediation Agreement providing for the remediation of the contamination associated with the property. We have conducted and paid for (at an immaterial cost to us) remediation of contamination on the property. We are also investigating, and will be addressing, potential vapor intrusion impacts in downgradient residences and businesses. The New Jersey Department of Environmental Protection has asserted, in a Directive and Notice to Insurers dated February 19, 2013 and again in an Amended Directive and Notice to Insurers dated January 13, 2014 (collectively the “Directives”), that we are liable for the downgradient impacts under a joint and severable liability theory. We have contested any such assertions due to the existence of other entities/sources of contamination, some of which are named in the Directives, in the area of the property. Pursuant to the Voluntary Remediation Agreement, upon completion of all remediation required by the agreement, we believe we should be eligible to be reimbursed up to 75 percent of qualified remediation costs by the State of New Jersey. We have asked the state for clarification that the agreement applies to off-site work, and the state is considering the request. Although the aggregate amount of additional costs that we may incur pursuant to the remediation cannot currently be ascertained, we do not currently believe that fulfillment of our obligations under the agreement or otherwise will result in costs that are material to our financial condition, results of operations or cash flow.

In July 2014, we received a subpoena from the District Attorney of the County of Alameda, along with other environmental prosecutorial offices in the state of California, seeking documents and information related to the handling, storage and disposal of hazardous waste. We are cooperating fully with the request and cannot predict the ultimate outcome of these efforts.

We are involved in various other legal proceedings incidental to the conduct of our business, including several lawsuits containing class-action allegations in which the plaintiffs are current and former hourly and salaried employees who allege various wage and hour violations and unlawful termination practices. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

As of the date of this filing, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended August 30, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Shares of common stock repurchased by the Company during the quarter ended November 22, 2014, were as follows:

Issuer Repurchases of Equity Securities


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
August 31, 2014 to September 27, 2014		19,800	$	504.94		19,800	$	859,232,385
September 28, 2014 to October 25, 2014		354,801		509.81		354,801		678,350,011
October 26, 2014 to November 22, 2014		196,505		553.30		196,505		569,623,824

Total		571,106	$	524.61		571,106	$	569,623,824

During 1998, we announced a program permitting us to repurchase a portion of our outstanding shares not to exceed a dollar maximum established by our Board of Directors. This program was most recently amended on June 17, 2014 to increase the repurchase authorization to $14.9 billion from $14.15 billion and does not have an expiration date. All of the above repurchases were part of this program.

Subsequent to November 22, 2014, we have repurchased no shares of common stock.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following exhibits are filed as part of this report:


	3.1			Restated Articles of Incorporation of AutoZone, Inc. incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.

	3.2			Fifth Amended and Restated By-laws of AutoZone, Inc. incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated September 28, 2011.

	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.

	101.INS			XBRL Instance Document

	101.SCH			XBRL Taxonomy Extension Schema Document

	101.CAL			XBRL Taxonomy Extension Calculation Document

	101.LAB			XBRL Taxonomy Extension Labels Document

	101.PRE			XBRL Taxonomy Extension Presentation Document

	101.DEF			XBRL Taxonomy Extension Definition Document

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/ WILLIAM T. GILES
		William T. Giles Chief Financial Officer and Executive Vice President Finance, Information Technology and ALLDATA (Principal Financial Officer)



By:		/s/ CHARLIE PLEAS, III
		Charlie Pleas, III Senior Vice President, Controller (Principal Accounting Officer)

Dated: December 18, 2014

EXHIBIT INDEX

The following exhibits are filed as part of this report:


	3.1			Restated Articles of Incorporation of AutoZone, Inc. incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.

	3.2			Fifth Amended and Restated By-laws of AutoZone, Inc. incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated September 28, 2011.

	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.

	101.INS			XBRL Instance Document

	101.SCH			XBRL Taxonomy Extension Schema Document

	101.CAL			XBRL Taxonomy Extension Calculation Document

	101.LAB			XBRL Taxonomy Extension Labels Document

	101.PRE			XBRL Taxonomy Extension Presentation Document

	101.DEF			XBRL Taxonomy Extension Definition Document

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company