AutoZone 2015 Annual Report Download

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2015 ANNUAL REPORT
Notice of Annual Meeting of Stockholders and Proxy Statement

Table of contents

  • Page 1
    2015 ANNUAL REPORT Notice of Annual Meeting of Stockholders and Proxy Statement

  • Page 2
    .... At August 29, 2015, in 4,141 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 also have...

  • Page 3
    ... also expanded our offering to include both retail and commercial; on-line through autozone.com, autozonepro.com, alldata.com, alldatadiy.com, and autoanything.com; and with this year's acquisition of Interamerican Motor Corporation (IMC), we now have a business solely focused on import parts. Most...

  • Page 4
    ...in sales for the first time in our company's rich history, up 7.5% over fiscal year 2014, and we delivered $36.03 in earnings per share, up 14.1% over 2014. We also: • Expanded our domestic store base by a net 157 stores across 49 states and Puerto Rico • Opened 296 net new Commercial programs...

  • Page 5
    ... in Commercial for 2016 and beyond. International With over 440 locations across Mexico, and just a handful in Brazil, we continued our strategy of international store development during 2015. While our business model performed well this past year, we were challenged by exchange rate ï¬,uctuations...

  • Page 6
    ... to provide our customers with an exceptional experience. As we begin 2016, we must continue to focus on our customers' needs and exceed their expectations. We have an ambitious rollout schedule planned for multiple weekly inventory deliveries, and we expect to open more Mega Hub stores. I would...

  • Page 7
    Notice of annual meeting of stockholders and proxy statement

  • Page 8
    ... public accounting firm for the 2016 fiscal year • Approval of Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan • Advisory vote on executive compensation • Action upon a stockholder proposal, if properly presented at the Annual Meeting • The transaction of other business...

  • Page 9
    ... ...54 Related Party Transactions ...57 Equity Compensation Plans ...58 Section 16(a) Beneficial Ownership Reporting Compliance ...58 Stockholder Proposals for 2016 Annual Meeting ...59 Annual Report ...59 EXHIBIT A-Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan ...A-1 Proxy

  • Page 10
    ..., Inc. • "Annual Meeting" or "Meeting" means the Annual Meeting of Stockholders to be held on December 16, 2015, at 8:00 a.m. CST at the J. R. Hyde III Store Support Center, 123 South Front Street, Memphis, Tennessee. • "Board" means the Board of Directors of AutoZone, Inc. AutoZone will pay all...

  • Page 11
    ... under the AutoZone Employee Stock Purchase Plan, you have the right to vote the shares in your account. To do this you must grant your proxy by telephone or over the Internet by following the instructions on the proxy card or you must sign and timely return the proxy card you received with this...

  • Page 12
    ...a quorum for the Meeting? Holders of a majority of the shares of the voting power of the Company's stock must be present in person or by proxy in order for a quorum to be present. If a quorum is not present at the scheduled time of the Annual Meeting, we may adjourn the Meeting, without notice other...

  • Page 13
    ... under applicable laws and regulations, the listing standards of the New York Stock Exchange, and the standards contained in our Corporate Governance Principles (listed above). The Board relies on information from Company records and questionnaires completed annually by each director. As part of...

  • Page 14
    ... consideration of AutoZone's strategy and operating results. The Board also reviews periodically with the General Counsel legal matters that may have a material adverse impact on the Company's financial statements, the Company's compliance with laws and any material reports received from regulatory...

  • Page 15
    ..., and Nominating & Corporate Governance Committees; a Code of Business Conduct & Ethics for directors, officers and employees of AutoZone; and a Code of Ethical Conduct for Financial Executives. Each of these documents is available on our corporate website at www.autozoneinc.com and is also...

  • Page 16
    ... conducting periodic reviews with Company officers, management, independent auditors, and the internal audit function; • reviewing and discussing with management and the independent auditor the Company's annual audited financial statements, quarterly financial statements, internal controls report...

  • Page 17
    ... Executive Officer ("CEO") in meeting established goals and objectives relevant to the compensation of the CEO; • act as administrator as may be required by AutoZone's short- and long-term incentive plans and stock or stock-based plans; and • review the compensation of AutoZone's non-employee...

  • Page 18
    ...standards of AutoZone's Corporate Governance Principles and the listing standards of the New York Stock Exchange. How many times did the Nominating and Corporate Governance Committee meet during the last fiscal year? During the 2015 fiscal year, the Nominating and Corporate Governance Committee held...

  • Page 19
    ... and business experience, information regarding the nominee and other information required by said Article III, Section 1. Copies of the By-Laws will be provided upon written request to AutoZone's Secretary and are also available on AutoZone's corporate website at www.autozoneinc.com. What...

  • Page 20
    ... 2011 Equity Plan during fiscal 2015. See Note B, Share-Based Payments, to our consolidated financial statements in our 2015 Annual Report for a discussion of our accounting for share-based awards and the assumptions used. The aggregate number of outstanding awards of common stock under the AutoZone...

  • Page 21
    ...timely delivery of an election form, a non-employee director may elect to receive payment on the date on which he or she ceases to be a director. Restricted Stock Units are payable in shares of AutoZone common stock no later than the fifteenth day of the third month following the end of the tax year...

  • Page 22
    ... circumstances. Shares, Stock Units and Restricted Stock Units issued under the AutoZone, Inc. Second Amended and Restated Director Compensation Plan, the 2003 Director Compensation Plan and the 2011 Equity Plan count toward this requirement. The in-the-money value of vested stock options does not...

  • Page 23
    ...the number of shares of AutoZone common stock outstanding as of October 19, 2015. (2) The source of this information is the Form 13F filed by T. Rowe Price Associates, Inc. on August 14, 2015 for the quarter ending June 30, 2015. (3) The source of this information is the Form 13F filed by FMR LLC on...

  • Page 24
    ... based on his strategic and operational business background, his knowledge of international operations, his experience as a chief executive officer of a public company, his experience managing a company with a focus on customer service, his owner orientation, and his board experience as well as his...

  • Page 25
    ... retail operations and finance roles, her knowledge of accounting, financial reporting, and financial systems, her executive management skills, her owner orientation, and her board experience, as well as her integrity, energy, and willingness to spend time on and interest in AutoZone. Earl G. Graves...

  • Page 26
    ...the banking and financial services industry, his experience serving as the chief executive officer and the chief financial officer of public companies, his knowledge of corporate finance and management, and his owner orientation, as well as his integrity, energy, and willingness to spend time on and...

  • Page 27
    ... Mr. Rhodes, AutoZone's Chairman, President and Chief Executive Officer, is qualified to serve as a director of the Company based on his 20 years' experience with the Company, which have included responsibility for corporate strategy, executive management, operations, finance, supply chain and...

  • Page 28
    ... registered public accounting firm under the terms contained in the Audit Committee charter, a copy of which can be obtained at our website at www.autozoneinc.com. The Audit Committee pre-approved 100% of the services provided by Ernst & Young LLP during the 2015 and 2014 fiscal years. The...

  • Page 29
    ...the 2011 Equity Plan. As of October 19, 2015, the number of shares remaining available for issuance pursuant to awards granted under the Amended 2011 Equity Plan was approximately 1,130,983 and the closing sale price of our common stock on that date was $744.02. Under Nevada law and the Company's By...

  • Page 30
    ... members in office, will conduct the general administration of the Amended 2011 Equity Plan with respect to awards granted to non-employee directors. How many shares of AutoZone common stock will be available for awards under the Amended 2011 Equity Plan? The aggregate number of shares of our common...

  • Page 31
    ... the Amended 2011 Equity Plan, unless otherwise determined by the Administrator. Stock Payments. A stock payment is a payment in the form of shares of our common stock or an option or other right to purchase shares, as part of a bonus, deferred compensation or other arrangement. The number or value...

  • Page 32
    ... Share Awards. Performance share awards are rights to receive a number of shares of our common stock or the cash value of such shares based on the attainment of specified performance goals or other criteria determined by the Administrator. Other Incentive Awards. The Amended 2011 Equity Plan...

  • Page 33
    ... share; (xxii) economic profit goals (including economic value added or market value added); (xxiii) customer retention; (xxiv) sales or sales-related goals (including sales per square foot and comparable store sales); (xxv) earnings before interest and taxes margin; and (xxvi) return on inventory...

  • Page 34
    ... or check, shares of our common stock that meet specified conditions, a "market sell order" or such other consideration as it deems suitable in order to satisfy tax withholding, exercise price and purchase price obligations arising in connection with awards granted under the Amended 2011 Equity Plan...

  • Page 35
    ... ($) Restricted Stock Units (#) Proxy William C. Rhodes III ...Chairman, President & Chief Executive Officer ...William T. Giles ...Chief Financial Officer/Executive Vice President, Finance, IT & ALLDATA William W. Graves ...Executive Vice President, Mexico, Brazil, IMC & Store Development Mark...

  • Page 36
    ... the 2011 Equity Plan as of October 19, 2015. Proxy Name and Position Named Executive Officers Stock Option Grants(#) Restricted Stock Units(#) Performance Share Awards (Target #) William C. Rhodes III ...Chairman, President & Chief Executive Officer William T. Giles ...Chief Financial Officer...

  • Page 37
    ... price paid, if any, at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); restricted stock units, stock-based performance awards and other types of awards are generally subject to income tax at the time of share delivery or other payment...

  • Page 38
    ... the maximum number of shares that can be granted to any person within a specified period, and (iii) the compensation is based solely on an increase in the stock price after the grant date. The Amended 2011 Equity Plan has been designed to permit the compensation committee to grant stock options and...

  • Page 39
    ... Retirement System, the beneficial owner of 59,647 shares of AutoZone common stock, intends to present the following proposal for consideration at the annual meeting: "Resolved: The shareholders of AutoZone, Inc. ("AutoZone") hereby request the Company to prepare and periodically update a report...

  • Page 40
    ...(which is available in the Corporate Governance section of the Investor Relations page of our website at http://autozoneinc.com), AutoZone only takes positions on ballot measures, initiatives or propositions that have a direct impact on our business. An important part of participating effectively in...

  • Page 41
    ... of the City of New York. At our 2014 Annual Meeting, the proposal received the support of only 29.91% of the shares represented in person or by proxy at the meeting. The Board believes that this vote result indicates that our stockholders support the Company's current policies and practices with...

  • Page 42
    ... the stock price as of the end of fiscal 2015). See the Summary Compensation Table on page 44 for additional details about fiscal 2015 compensation for all of the Named Executive Officers ("NEOs"). Executive Base Salary Annual Incentive Long-Term Incentive Total At-Risk Proxy William C. Rhodes III...

  • Page 43
    ... shares beyond the limit the IRS and the company set for the Employee Stock Purchase Plan. An executive may make purchases using up to 25% of their prior fiscal year's eligible compensation. • AutoZone implemented a stock ownership requirement during fiscal 2008 for executive officers. • Covered...

  • Page 44
    .... Points are assigned to positions using a job evaluation system developed by Hay Group, a global management and human resources consulting firm, and AutoZone maintains salary ranges based on these job evaluations. These salary ranges are usually updated annually based on broadbased survey data...

  • Page 45
    ... at or above the market median through performance-based variable compensation. In making decisions related to compensation of the Named Executive Officers, the Compensation Committee uses the survey data and salary ranges as context in reviewing compensation levels and approving pay actions. Other...

  • Page 46
    ... Company financial and operating objectives that leads to growth in the per-share value of AutoZone common stock. In order to support and facilitate stock ownership by our executive officers, prior to fiscal year 2013, a portion of their annual stock option grant consisted of Incentive Stock Options...

  • Page 47
    ...William C. Rhodes, III, AutoZone's Chairman, President and CEO. On November 25, 2013, 100% of the PRSUs were earned when AutoZone's stock price closed at or above the $461.12 target for the fifth consecutive trading day. On October 1, 2015, the units vested and were delivered to Mr. Rhodes as shares...

  • Page 48
    ... base salary, annual cash incentive, stock options and other stock-based awards, and the value of other benefits received. Other Executive Officers. The Compensation Committee reviews and establishes base salaries for AutoZone's executive officers other than the Chief Executive Officer based...

  • Page 49
    ... salary increases, changes to annual incentive targets and stock option grants. The Chief Executive Officer also recommends pay packages for newly hired executives. Management provides the Compensation Committee with data, analyses and perspectives on market trends and annually prepares information...

  • Page 50
    ... of executive compensation. What are AutoZone's peer group and compensation benchmarking practices? AutoZone reviews publicly-available data from a peer group of companies to help us ensure that our overall compensation remains competitive. The peer group data we use is from proxy filings and...

  • Page 51
    ... compensation of the Chief Executive Officer and the other "covered employees" was fully deductible in 2015. Section 409A of the Internal Revenue Code was created with the passage of the American Jobs Creation Act of 2004. These tax regulations create strict rules related to non-qualified deferred...

  • Page 52
    ... the per-share price of AutoZone's stock); • Vesting and stock ownership requirements for executive officers which encourage long-term perspectives among participants; and • A preference for performance measures which result in payments only upon achievement of ultimate financial results. Proxy...

  • Page 53
    ..." on page 32 for more information about these plans. See Note B, Share-Based Payments, to our consolidated financial statements in our 2015 Annual Report for a description of the 2011 Equity Plan and the Executive Stock Purchase Plan and the accounting and assumptions used in calculating expenses in...

  • Page 54
    ... Perquisites and personal benefits for all Named Executive Officers include Company-provided home security system and/or monitoring services, airline club memberships and status upgrades, Companypaid spouse business-related travel, Company-paid long-term disability insurance premiums, and matching...

  • Page 55
    ...information regarding plan-based awards granted to the Company's Named Executive Officers during the 2015 fiscal year. Proxy Name Equity Plans Grant Date All other Stock Awards: Number Estimated Future Payments of Under Nonequity Incentive shares of Plans(1) Stock or Threshold Target Maximum Units...

  • Page 56
    ... is defined as the closing price on the grant date. Option repricing is expressly prohibited by the terms of the 2011 Equity Plan. Each grant of stock options is governed by the terms of a Stock Option Agreement entered into between the Company and the executive officer at the time of the grant. The...

  • Page 57
    ...purchased on the open market with the cash proceeds from the exercise of options, will not again be available for the grant of an award pursuant to the 2011 Equity Plan. Any shares of restricted stock repurchased by AutoZone at the same price paid by the participant, so that such shares are returned...

  • Page 58
    ... Stock Option Plan ("1996 Stock Option Plan"), other outstanding equity awards under the 2011 Equity Plan, and unvested shares under the Executive Stock Purchase Plan for the Company's Named Executive Officers as of August 29, 2015: Option Awards Stock Awards Market value of shares Number of stock...

  • Page 59
    ...'s termination of employment without cause or the participant's death, disability or retirement. (3) Based on the closing price of AutoZone common stock on August 28, 2015 ($726.39 per share). (4) Represents a grant of performance-restricted stock units pursuant to the 2011 Equity Plan. 50

  • Page 60
    ... about this plan. (3) Based on the closing price of AutoZone common stock on the vesting date. PENSION BENEFITS The following table sets forth information regarding pension benefits for the Company's Named Executive Officers as of August 29, 2015: Number of Years of Credited Service Present Value...

  • Page 61
    ... to the number of years by which the start of benefits precedes the normal retirement date. Messrs. Rhodes, Graves and Newbern are participants in the Pension Plan and the Supplemental Pension Plan. No Named Executive Officers received payment of a retirement benefit in fiscal 2015. Proxy 52

  • Page 62
    ... market. Officers of the Company with the title of vice president or higher based in the United States are eligible to participate in the EDCP after their first year of employment with the Company. As of August 29, 2015, there were 45 such officers of the Company. The EDCP is a nonqualified plan...

  • Page 63
    ... is terminated by the Company without cause, he will receive severance benefits consisting of an amount equal to 2.99 times his then-current base salary, a lump sum prorated share of any unpaid annual bonus incentive for periods during which he was employed, and AutoZone will pay the cost of COBRA...

  • Page 64
    ... AutoZone's stock price closed at or above the $461.12 target for the fifth consecutive trading day. The Restricted Stock Units vested on October 1, 2015. Life Insurance AutoZone provides all salaried employees in active full-time employment in the United States a companypaid life insurance benefit...

  • Page 65
    ... Executive Officers would have received if their employment had been terminated under specified circumstances on August 29, 2015. This table does not include amounts related to the Named Executive Officers' vested benefits under our deferred compensation and pension plans or pursuant to stock option...

  • Page 66
    ... Code of Ethics and Business Conduct and Corporate Governance Principles, as described below. The Policy also requires disclosure of all Related Person Transactions that are required to be disclosed in AutoZone's filings with the Securities and Exchange Commission, in accordance with all applicable...

  • Page 67
    ...shares of common stock that they own, and any changes in their ownership. To our knowledge, all persons related to AutoZone that are required to file these insider trading reports have filed them in a timely manner. Copies of the insider trading reports can be found on the AutoZone corporate website...

  • Page 68
    ...proposal received after September 17, 2016, will not be eligible to be presented for a vote to the stockholders in accordance with our By-Laws. Any proposals must be mailed to AutoZone, Inc., Attention: Secretary, Post Office Box 2198, Dept. 8074, Memphis, Tennessee 38101-2198. Proxy ANNUAL REPORT...

  • Page 69
    ..., and retain the services of members of the Board and Employees upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. The Board adopted the AutoZone, Inc. 2011 Equity Incentive Award Plan on October 17, 2010, subject to stockholder...

  • Page 70
    ... mean a "domestic relations order" as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 2.19 "Effective Date" shall mean the date the Plan is approved by the Company's stockholders; provided, however, that...

  • Page 71
    ... as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted...

  • Page 72
    ... share; (xxii) economic profit goals (including economic value added or market value added); (xxiii) customer retention; (xxiv) sales or sales-related goals (including sales per square foot and comparable store sales); (xxv) earnings before interest and taxes margin; and (xxvi) return on inventory...

  • Page 73
    ... of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust. 2.42 "Plan" shall mean this Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan, as it may be amended from time to time. 2.43...

  • Page 74
    ... by a company or other entity; provided, however, that in no event shall the term "Substitute Award" be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right. 2.54 "Termination of Service" shall mean (a) As to a Non-Employee...

  • Page 75
    ...number of shares issuable under the forgoing subclause (i) may be issued as Incentive Stock Options. Notwithstanding the foregoing, to the extent permitted under applicable law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date...

  • Page 76
    ... determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the Plan to a Non-Employee Director as compensation for services as a Non-Employee Director during any calendar year of the Company may not exceed...

  • Page 77
    ... Act, the Securities Act, the rules of the securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law. 4.6 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be...

  • Page 78
    ... Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan. 6.2 Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any...

  • Page 79
    ... to a minimum number of shares. 7.2 Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable...

  • Page 80
    ... shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal...

  • Page 81
    ...(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service. Proxy ARTICLE 9. DIVIDEND EQUIVALENTS, STOCK PAYMENTS, DEFERRED STOCK, RESTRICTED STOCK UNITS; PERFORMANCE SHARE AWARDS, OTHER...

  • Page 82
    ... Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including a Change in Control, the Participant's death, retirement or disability or any other specified Termination of Service. Proxy ARTICLE 10. STOCK APPRECIATION...

  • Page 83
    ... to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with...

  • Page 84
    ... has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided...

  • Page 85
    ... with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and...

  • Page 86
    ... or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares. (c) The...

  • Page 87
    ... Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company's independent certified public accountants, or any executive compensation consultant or other professional...

  • Page 88
    ... permitted by applicable law or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the...

  • Page 89
    ... in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. (a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to...

  • Page 90
    ... holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change...

  • Page 91
    ... acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association. 13.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery...

  • Page 92
    ... to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in...

  • Page 93
    Form 10-K

  • Page 94
    ... transition period from _____ to _____. Commission file number 1-10714 10-K AUTOZONE, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 123 South Front Street, Memphis, Tennessee (Address of principal executive offices...

  • Page 95
    ... of shares of Common Stock outstanding as of October 19, 2015, was 30,485,243. Documents Incorporated By Reference Portions of the definitive Proxy Statement to be filed within 120 days of August 29, 2015, pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of...

  • Page 96
    ... PART I ...5 Item 1. Business ...5 Introduction ...5 Marketing and Merchandising Strategy ...6 Commercial ...7 Store Operations ...8 Store Development ...9 Purchasing and Supply Chain...9 Competition ...10 Trademarks and Patents ...10 Employees ...10 AutoZone Websites ...10 Executive Officers...

  • Page 97
    ... 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...

  • Page 98
    ....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. At August 29, 2015, our AutoZone stores and IMC...

  • Page 99
    ... parts through www.autozone.com for pick-up in store or to be shipped directly to a customer' s home or business. Additionally, we offer smartphone apps that provide customers with store locations, driving directions, operating hours, ability to purchase products and product availability. Our stores...

  • Page 100
    ... of the types of products that we sell by major category of items: Failure A/C Compressors Batteries & Accessories Belts & Hoses Carburetors Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Thermostats Starters & Alternators Water Pumps Maintenance Antifreeze...

  • Page 101
    ... AutoZoners to efficiently look up the parts that our customers need and to provide complete job solutions, advice and information for customer vehicles. Z-net provides parts information based on the year, make, model and engine type of a vehicle and also tracks inventory availability at the store...

  • Page 102
    ... look for locations close to major highways to support IMC' s delivery schedule and also consider the population of AutoZone stores in the market. In addition to continuing to lease or develop our own locations, we evaluate and may make strategic acquisitions. Purchasing and Supply Chain Merchandise...

  • Page 103
    ... http://www.autozone.com. We make available, free of charge, at our investor relations website, http://www.autozoneinc.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or...

  • Page 104
    ..., 55-Executive Vice President - Mexico, Brazil, IMC and Store Development, Customer Satisfaction William W. Graves was named Executive Vice President - Mexico, Brazil, IMC and Store Development during October 2015. Previously, he was Senior Vice President - Supply Chain and International since 2012...

  • Page 105
    .... During periods of expansionary economic conditions, more of our DIY customers may pay others to repair and maintain their cars instead of working on their own vehicles, or they may purchase new vehicles. the weather. Mild weather conditions may lower the failure rates of automotive parts, while...

  • Page 106
    ..., product availability, customer service, store location and price. Competitors are opening locations near our existing locations. AutoZone competes as a provider in both the DIY and DIFM auto parts and accessories markets. Our competitors include national, regional and local auto parts chains...

  • Page 107
    ...some automotive aftermarket jobbers have been in business for substantially longer periods of time than we have, and as a result have developed long-term customer relationships and have large available inventories. If we are unable to profitably develop new commercial customers, our sales growth may...

  • Page 108
    ...right price. If we fail to effectively utilize our existing hubs and/or supply chains or if our investments in our supply chain do not provide the anticipated benefits, we could experience sub-optimal inventory levels in our locations, which could adversely affect our sales volume and/or our margins...

  • Page 109
    ... dollars using exchange rates for the current period. As a result, foreign currency exchange rates and fluctuations in those rates may adversely impact our financial performance. Failure to protect the privacy and security of customers', suppliers', AutoZoners' or Company information could damage...

  • Page 110
    ..., our sales and profit margins may be negatively affected. In the event that commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have difficulty shipping merchandise to our distribution centers and locations resulting in lost sales and...

  • Page 111
    ... 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...

  • Page 112
    ... repurchased, at market value, an additional 15,594 shares in fiscal 2015, 16,013 shares in fiscal 2014, and 22,915 shares in fiscal 2013 from employees electing to sell their stock under the Company' s Sixth Amended and Restated Employee Stock Purchase Plan (the "Employee Plan"), qualified under...

  • Page 113
    ... executives to purchase AutoZone' s common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 2,229 shares in fiscal 2015, 3,028 shares in fiscal 2014, and 3,454 shares in fiscal 2013. At August 29, 2015, 243,696 shares of common stock...

  • Page 114
    ... per share ...Same Store Sales Increase in domestic comparable store net sales(2) ...Balance Sheet Data Current assets ...$ Working (deficit) ...Total assets(3) ...Current liabilities ...Debt(3) ...Long-term capital leases ...Stockholders' (deficit) ...Selected Operating Data Number of locations at...

  • Page 115
    ... 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 also have commercial programs in select AutoZone stores in Mexico and Brazil. IMC...

  • Page 116
    ... the aftermarket import car parts market. The results of operations from IMC have been included in our Auto Parts Locations business activities since the date of acquisition. Results of Operations Fiscal 2015 Compared with Fiscal 2014 For the fiscal year ended August 29, 2015, we reported net sales...

  • Page 117
    ... billion, or 51.8% of net sales for fiscal 2013. The improvement in gross margin was attributable to lower acquisition costs and lower shrink expense, partially offset by higher supply chain costs associated with current year inventory initiatives (-17 basis points). Operating, selling, general and...

  • Page 118
    ... this time was primarily attributable to the number and types of locations opened, increased investment in our existing locations, and the acquisition of IMC. New location openings were 202 for fiscal 2015, 190 for fiscal 2014, and 197 for fiscal 2013. Cash flows used in the acquisition of IMC were...

  • Page 119
    ... 2013, 2014, and 2015, we initiated a variety of strategic tests focused on increasing inventory availability, which increased our inventory per location. Many of our vendors have supported our initiative to update our product assortments by providing extended payment terms. These extended payment...

  • Page 120
    ... fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new location openings, stock repurchases and acquisitions. Proceeds from the debt issuances were used to repay a portion of the outstanding commercial paper...

  • Page 121
    ... 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 August 29, 2015, we were in compliance with all covenants related to our borrowing arrangements and expect to remain in compliance with those...

  • Page 122
    ... for interest payments on long-term debt. (3) Operating lease obligations are inclusive of amounts accrued within deferred rent and closed store obligations reflected in our consolidated balance sheets. (4) Capital lease obligations include related interest. (5) Self-insurance reserves reflect...

  • Page 123
    ... have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non...

  • Page 124
    ... 53 week fiscal year ended August 31, 2013. Fiscal 2013 Results of Operations Fiscal 2013 Results of (in thousands, except per Results of Excluding Percent of Operations for Percent of share and percentages) Operations 53rd Week Revenue 53rd Week Revenue Net sales ...$ Cost of sales ...Gross profit...

  • Page 125
    ...The following items in our consolidated financial statements represent our critical accounting policies that require significant estimation or judgment by management: Inventory Reserves and Cost of Sales LIFO We state our inventories at the lower of cost or market using the last-in, first-out ("LIFO...

  • Page 126
    ... of our stores and distribution centers to verify these estimates. We make assumptions regarding upcoming physical inventory counts that may differ from actual results. Over the last three years, there has been less than a 50 basis point fluctuation in our shrinkage rate. Each quarter, we evaluate...

  • Page 127
    ... recognized in the Auto Parts Stores reporting segment during fiscal 2015 or in previous fiscal years. Self-Insurance Reserves We retain a significant portion of the risks associated with workers' compensation, employee health, general and products liability, property and vehicle liability; and we...

  • Page 128
    ... long-term investment performance and current market conditions. We review the expected long-term rate of return on an annual basis, and revise it accordingly. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost...

  • Page 129
    ... prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, based upon our current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed...

  • Page 130
    ... as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $366.7 million at August 29, 2015 and $439.2 million at August 30, 2014. The year-end exchange rates with...

  • Page 131
    Item 8. Financial Statements and Supplementary Data Index Management' s Report on Internal Control Over Financial Reporting...39 Certifications ...39 Reports of Independent Registered Public Accounting Firm ...40 Consolidated Statements of Income ...42 Consolidated Statements of Comprehensive Income...

  • Page 132
    ...T. Giles Chief Financial Officer and Executive Vice President - Finance, Information Technology and ALLDATA (Principal Financial Officer) Certifications Compliance with NYSE Corporate Governance Listing Standards On January 5, 2015, the Company submitted to the New York Stock Exchange the Annual CEO...

  • Page 133
    ... Reporting. Our responsibility is to express an opinion on AutoZone, Inc.' s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 134
    ... of AutoZone, Inc.' s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and...

  • Page 135
    ... 30, 2014 (52 weeks) $ 9,475,313 4,540,406 4,934,907 3,104,684 1,830,223 167,509 1,662,714 592,970 $ 1,069,744 33,267 615 33,882 $ $ 32.16 31.57 $ $ (in thousands, except per share data) Net sales ...Cost of sales, including warehouse and delivery expenses ...Gross profit ...Operating, selling...

  • Page 136
    ...: Accounts payable ...Accrued expenses and other ...Income taxes payable ...Deferred income taxes ...Short-term borrowings ...Total current liabilities ...Long-term debt ...Other long-term liabilities ...Commitments and contingencies ...Stockholders' deficit: Preferred stock, authorized 1,000 shares...

  • Page 137
    ... of debt ...Net proceeds from sale of common stock ...Purchase of treasury stock ...Income tax benefit from exercise of stock options ...Payments of capital lease obligations ...Other, net ...Net cash used in financing activities ...Effect of exchange rate changes on cash ...Net increase (decrease...

  • Page 138
    ... 25, 2012 ...Net income ...Total other comprehensive income ...Purchase of 3,511 shares of treasury stock ...Retirement of treasury shares ...Sale of common stock under stock options and stock purchase plans ...Share-based compensation expense ...Income tax benefit from exercise of stock options...

  • Page 139
    ... 2015, 4,141 of the domestic AutoZone stores and select stores in Mexico and Brazil had 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. IMC...

  • Page 140
    ...of assets from the acquisitions of IMC and AutoAnything and assets purchased relating to ALLDATA operations, and include technology, non-compete agreements, customer relationships and trade names. Amortizing intangible assets are amortized over periods ranging from 3 to 10 years. Trade names are non...

  • Page 141
    ...on the terms of the lease. Deferred rent approximated $113.7 million as of August 29, 2015, and $104.6 million as of August 30, 2014. Financial Instruments: The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The...

  • Page 142
    ... sales and use taxes on the sale of goods and services. The Company excludes taxes collected from customers in its reported sales results; such amounts are included within the Accrued expenses and other caption until remitted to the taxing authorities. Dividends: The Company currently does not pay...

  • Page 143
    ...excluded for the year ended August 31, 2013. Share-Based Payments: Share-based payments include stock option grants and certain other transactions under the Company' s stock plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the...

  • Page 144
    ... Plan"). The Company grants options to purchase common stock to certain of its employees under its plan at prices equal to the market value of the stock on the date of grant. Options have a term of 10 years or 10 years and one day from grant date. Employee options generally vest in equal annual...

  • Page 145
    ... 30, 2014. No additional shares of stock or units will be issued in future years under the 2003 Comp Plan. Under the 2003 Option Plan, each non-employee director received an option grant on January 1 of each year, and each new non-employee director received an option to purchase 3,000 shares upon...

  • Page 146
    ... fiscal 2014, and $26.6 million in fiscal 2013. The Company generally issues new shares when options are exercised. The following table summarizes information about stock option activity for the year ended August 29, 2015: WeightedAverage Remaining Contractual Term (in years) 10-K Number of Shares...

  • Page 147
    ... of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 14,222 shares were sold to employees in...

  • Page 148
    ... $ 1,486,386 101,297 $ 1,587,683 The provision for income tax expense consisted of the following: Year Ended August 30, 2014 (in thousands) Current: Federal ...State ...International... August 29, 2015 August 31, 2013 $ 522,073 41,921 42,406 606,400 $ 516,983 54,481 36,204 607,668 $ 466,803...

  • Page 149
    ... $113.6 million and $87.6 million, respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2016 through 2034. At August 29, 2015 and August 30, 2014, the Company had deferred tax assets for income tax credit carryforwards of $29...

  • Page 150
    ... with unrecognized tax benefits at August 29, 2015 and August 30, 2014, respectively. The Company files U.S. federal, U.S. state and local, and international income tax returns. The U.S. Internal Revenue Service has completed exams on U.S. federal income tax returns for years 2011 and prior. With...

  • Page 151
    ...-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. A discussion...

  • Page 152
    ...periodic pension costs primarily driven by changes in the discount rate. Note H - Derivative Financial Instruments The Company periodically uses derivatives to hedge exposures to interest rates. The Company does not hold or issue financial instruments for trading purposes. For transactions that meet...

  • Page 153
    ...Credit Agreement") by increasing the amount of capital leases allowable to $225 million, extending the expiration date by two years, and renegotiations of other terms and conditions. This credit facility is available to primarily support commercial paper borrowings, letters of credit and other short...

  • Page 154
    ... fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new location openings, stock repurchases and acquisitions. Proceeds from the debt issuances were used to repay a portion of the outstanding commercial paper...

  • Page 155
    ...s debt was estimated at $4.696 billion as of August 29, 2015, 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...

  • Page 156
    ...-time employees were covered by a defined benefit pension plan. The benefits under the plan were based on years of service and the employee' s highest consecutive five-year average compensation. On January 1, 2003, the plan was frozen. Accordingly, pension plan participants will earn no new benefits...

  • Page 157
    ... funds and are valued using the net asset values, which are determined by valuing investments at the closing price or last trade reported on the major market on which the individual securities are traded. These investments are subject to annual audits. Alternative investments - This category...

  • Page 158
    ... - August 30, 2014 ...Actual return on plan assets: Assets held at August 29, 2015 ...Assets sold during the year ...Sales and settlements ...Ending balance - August 29, 2015 ... $ The following table sets forth the plans' funded status and amounts recognized in the Company' s Consolidated Balance...

  • Page 159
    ... generally match the Company' s expected benefit payments in future years. The expected long-term rate of return on plan assets is based on the historical relationships between the investment classes and the capital markets, updated for current conditions. The Company makes annual contributions in...

  • Page 160
    ...in the Company' s Auto Parts Locations 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 consolidated statements of income. The purchase price allocation resulted...

  • Page 161
    ... operations. During fiscal 2014, the Company purchased $30.2 million of intangible assets relating to the rights to certain customer relationships and technology assets relating to its ALLDATA operations. As part of its annual impairment test, the Company evaluates the AutoAnything and IMC trade...

  • Page 162
    ...The Company leases some of its retail stores, distribution centers, facilities, land and equipment, including vehicles. Other than vehicle leases, most of the leases are operating leases, which include renewal options made at the Company' s election and provisions for percentage rent based on sales...

  • Page 163
    .... 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...

  • Page 164
    ... segment results for the following fiscal years: August 29, 2015 Year Ended August 30, 2014 August 31, 2013 (in thousands) Net Sales: Auto Parts Locations ...Other ...Total ...Segment Profit: Auto Parts Locations ...Other ...Gross profit ...Operating, selling, general and administrative expenses...

  • Page 165
    ... annual weighted average shares outstanding. (2) The fourth quarter for fiscal 2015 and fiscal 2014 are based on a 16-week period. All other quarters presented are based on a 12-week period. Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable...

  • Page 166
    ... financial officer, chief accounting officer and other financial executives. The Company has filed a copy of this Code of Ethical Conduct as Exhibit 14.1 to this Form 10-K. The Company has also made the Code of Ethical Conduct available on its investor relations website at http://www.autozoneinc.com...

  • Page 167
    ..., Financial Statement Schedules The following information required under this item is filed as part of this report. (a) Financial Statements The following financial statements, related notes and reports of independent registered public accounting firm are filed with this Annual Report on Form 10...

  • Page 168
    ..., the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AUTOZONE, INC. By: /s/ WILLIAM C. RHODES, III William C. Rhodes, III Chairman, President and Chief Executive Officer (Principal Executive Officer) Dated: October 26, 2015 10-K 75

  • Page 169
    ... dates indicated: SIGNATURE /s/ WILLIAM C. RHODES, III William C. Rhodes, III /s/ WILLIAM T. GILES William T. Giles TITLE Chairman, President and Chief Executive Officer (Principal Executive Officer) Chief Financial Officer and Executive Vice President - Finance, Information Technology and ALLDATA...

  • Page 170
    EXHIBIT INDEX The following exhibits are filed as part of this Annual Report on Form 10-K: 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 Sixth Amended and Restated By...

  • Page 171
    ... Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended November 23, 2002. *10.5 AutoZone, Inc. 2003 Director Stock Option Plan. Incorporated by reference to Appendix C to the definitive proxy statement dated November 1, 2002, for the Annual Meeting of Stockholders held December 12...

  • Page 172
    .... *10.20 AutoZone, Inc. 2011 Equity Incentive Award Plan, incorporated by reference to Exhibit A to the definitive proxy statement dated October 25, 2010, for the Annual Meeting of Stockholders held December 15, 2010. *10.21 Form of Stock Option Agreement under the 2006 Stock Option Plan, effective...

  • Page 173
    ... year ended August 27, 2011. *10.28 First Amended and Restated AutoZone, Inc. Enhanced Severance Pay Plan. Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q dated March 17, 2011. 10.29 Form of Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers...

  • Page 174
    ... by reference to Exhibit 10.2 of the Current Report on Form 8-K dated December 22, 2014. 12.1 Computation of Ratio of Earnings to Fixed Charges. 14.1 Code of Ethical Conduct. Incorporated by reference to Exhibit 14.1 of the Annual Report on Form 10K for the fiscal year ended August 30, 2003. 21...

  • Page 175
    ...) Fiscal Year Ended August 2014 2013 2012 (52 weeks) (53 weeks) (52 weeks) (in thousands, except ratios) 2015 (52 weeks) 2011 (52 weeks) Earnings:...$ 1,851,488 $ 1,701,797 $ 1,563,516 Fixed charges: Gross interest expense...$ Amortization of debt expense ...Interest portion of rent expense ......

  • Page 176
    ... IP LLC AutoZone Northeast LLC AutoZone Stores LLC AutoZone Texas LLC AutoZone West LLC AutoZone.com, Inc. AutoZone Parts, Inc. AutoZone Puerto Rico, Inc. AutoAnything, Inc. Interamerican Motor Corporation Riverside Captive Insurance Company In addition, 27 subsidiaries operating in the United...

  • Page 177
    ... securities of our reports dated October 26, 2015, with respect to the consolidated financial statements of AutoZone, Inc. and the effectiveness of internal control over financial reporting of AutoZone, Inc., included in this Annual Report (Form 10-K) of AutoZone, Inc. for the year ended August 29...

  • Page 178
    ... information; and (b) 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. October 26, 2015 /s/ WILLIAM C. RHODES, III William C. Rhodes, III Chairman, President and Chief Executive...

  • Page 179
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 3. 4. 10-K October 26, 2015 /s/ WILLIAM T. GILES William T. Giles Chief Financial Officer and Executive Vice President - Finance, Information Technology and...

  • Page 180
    ... ACT OF 2002 In connection with the Annual Report of AutoZone, Inc. (the "Company") on Form 10-K for the fiscal year ended August 29, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William C. Rhodes, III, certify, pursuant to 18 U.S.C. Section 1350...

  • Page 181
    ...-OXLEY ACT OF 2002 In connection with the Annual Report of AutoZone, Inc. (the "Company") on Form 10-K for the fiscal year ended August 29, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William T. Giles, certify, pursuant to 18 U.S.C. Section 1350...

  • Page 182
    Corporate information

  • Page 183
    ...Officer Executive Vice Presidents Customer Satisfaction Mark A. Finestone†Merchandising, Supply Chain, and Marketing William T. Giles†Chief Financial Officer, Information Technology and ALLDATA William W. Graves Mexico, Brazil, IMC, and Store Development Thomas B. Newbern†Store Operations...

  • Page 184
    ... Hyde III Store Support Center, 123 South Front Street, Memphis, Tennessee. Stock Exchange Listing New York Stock Exchange Ticker Symbol: AZO Auditors Ernst & Young, LLP Memphis, Tennessee Code of Ethical Conduct AutoZone's Code of Ethical Conduct is available on its Investor Relations website at...

  • Page 185
    123 S. Front Street Memphis, TN 38103-3607 (901) 495-6500 www.autozone.com