8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

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

Date of Report: September 9, 2009

Date of Earliest Event Reported: September 9, 2009

The Pep Boys - Manny, Moe & Jack

(Exact name of registrant as specified in charter)

Pennsylvania	1-3381	23-0962915
(State or other jurisdiction of	(Commission	(I.R.S. Employer ID number)
incorporation or organization)	File No.)
3111 W. Allegheny Ave. Philadelphia, PA		19132
(Address of principal executive offices)		(Zip code)

215-430-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

On September 8, 2009, The Pep Boys — Manny, Moe & Jack (“the Company”) issued a press release announcing its earnings for the fiscal quarter ended August 1, 2009.

The information in Items 2.02 and 9.01 (including the Exhibits filed herewith) of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 9.01 (including the Exhibits filed herewith) of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No. 99.1   Press release dated September 8, 2009.

Exhibit No. 99.2   Unaudited supplemental financial data.

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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 hereunto duly authorized.

	THE PEP BOYS - MANNY, MOE & JACK
	By:	/s/ Raymond L. Arthur
		Raymond L. Arthur
		Executive Vice President and
		Chief Financial Officer
Date: September 9, 2009

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EX-99.1

Exhibit 99.1

Pep Boys Reports Second Quarter 2009 Results

- Net Earnings Up 42% -

PHILADELPHIA – September 8, 2009 – The Pep Boys – Manny, Moe & Jack (NYSE: “PBY”), the nation’s leading automotive aftermarket service and retail chain, today announced results for the thirteen (second quarter) and twent y-six (first half) weeks ended August 1, 2009.

Operating Results

Second Quarter

Sales

Sales for the thirteen weeks ended August 1, 2009 were $488.9 million, as compared to $500.0 million for the thirteen weeks ended August 2, 2008. Comparable sales decreased 2.3%, consisting of a 5.2% comparable service revenue increase and a 4.0% comparable merchandise sales decrease.  In accordance with GAAP, service revenue is limited to labor sales and merchandise sales includes merchandise sold through both our service center and retail lines of business. Re-categorizing Sales into the respective lines of business from which they are generated, comparable Service Center Revenue (labor plus installed merchandise and tires) increased 2.3%, while comparable Retail Sales (DIY and Commercial) decreased 6.0%.

Earnings

Earnings From Continuing Operations Before Income Taxes increased to $12.8 million for the second quarter of fiscal 2009 from the $6.6 million recorded in the same period last year. Net Earnings increased to $7.7 million ($0.15 per share) for the second quarter of fiscal 2009 from the $5.4 million ($0.10 per share) recorded in the same period last year. The second quarter 2009 results reflect Service Center revenue growth, improved gross margin rates and tight spending control. The second quarter 2008 results included a $4.1 million gain from the disposition of assets and a one-time $2.2 million tax benefit resulting from the recording of a deferred tax asset.

First Half

Sales

Sales for the twenty-six weeks ended August 1, 2009 were $985.4 million, as compared to $998.1 million for the twenty-six weeks ended August 2, 2008. Comparable sales decreased 1.3%, consisting of a 4.5% comparable service revenue increase and a 2.6% comparable merchandise sales decrease. Re-categorizing Sales (see above), comparable Service Center Revenue increased 2.8%, while comparable Retail Sales decreased 4.6%.

Earnings

Earnings From Continuing Operations Before Income Taxes increased to $32.8 million for the first half of 2009 from the $16.0 million recorded in the same period last year. Net Earnings increased to $18.6 million ($0.36 per share) for the first half of fiscal 2009 from the $10.1 million ($0.19 per share) recorded in the same period last year. The first-half 2009 results reflect Service Center revenue growth, improved gross margin rates, tight spending control and reduced interest expense.  The first-half 2009 results also include a $6.2 million gain resulting from bond repurchases. The first-half 2008 results included a $3.5 million gain resulting from bond repurchases, a $9.6 million net gain from dispositions of assets (primarily from sale leaseback transactions) and a one-time $2.2 million tax benefit resulting from the recording of a deferred tax asset.

Commentary

“We are pleased with our performance for the quarter and year-to-date and remain on-track with our turnaround,” said CEO Mike Odell. “Our service center and commercial businesses show strong revenue growth and our core DIY retail business is stable. The current environment for sales of more discretionary items remains challenging for now.” The second quarter of 2009 is the last quarter where comparable sales are impacted by a prior period’s sell down of non-core merchandise ($2.4 million in Q2 2008).

Mike continued, “On the store growth front, we have started to prove out our ‘hub and spoke’ strategy by opening five new service and tire centers since our first quarter earnings release, bringing our year-to-date openings to six.”

“During the quarter, we continued to improve store execution and maintain our customers first focus, while simultaneously maintaining tight spending control,” commented CFO Ray Arthur.  “Our first half SG&A expense was over $24 million less in 2009 than 2008, helping us end the first half of 2009 with $45 million less net debt than we had at the beginning of the year.”

Pep Boys has approximately 6,000 service bays within over 560 retail stores located in 35 states and Puerto Rico. Along with its full-service vehicle maintenance and repair capabilities, the Company also serves the commercial auto parts delivery market and is one of the leading sellers of replacement tires in the United States. Customers can find the nearest location by calling 1-800-PEP-BOYS or by visiting www.pepboys.com.

Certain statements contained herein constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The word “guidance,” “expect,” “anticipate,” “estimates,” “forecasts” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include management’s expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. The Company’s actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond the control of the Company, including the strength of the national and regional economies, retail and commercial consumers’ ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of the Company’s stores, competitive pricing,

2

the location and number of competitors’ stores, product and labor costs and the additional factors described in the Company’s filings with the SEC.  The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Investors have an opportunity to listen to the Company’s quarterlyconference calls discussing its results and related matters. The call for the second quarter will be broadcast live on Wednesday, September 9 at 8:30 a.m. ET over the Internet at the Vcall Web site, located at http://www.investorcalendar.com.  To listen to the call live, please go to the Web site at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call. Supplemental financial information will be available the morning of September 9 on Pep Boys’ Web site at www.pepboys.com.

####

Contact:

Pep Boys, Philadelphia

Investor Contact: Ray Arthur, 215-430-9720

Media Contact: Peter Robinson, 215-430-9553
Internet: http://www.pepboys.com

3

Pep Boys Financial Highlights

Thirteen Weeks Ended	August 1, 2009		August 2, 2008
Total Revenues	$	488,911,000	$	500,043,000
Net Earnings	$	7,735,000	$	5,448,000
Basic Earnings Per Share:
Average Shares	52,384,000		52,153,000
Net Earnings	$	0.15	$	0.10
Diluted Earnings Per Share:
Average Shares	52,699,000		52,236,000
Net Earnings	$	0.15	$	0.10

Twenty Six weeks ended	August 1, 2009		August 2, 2008
Total Revenues	$	985,399,000	$	998,086,000
Net Earnings	$	18,644,000	$	10,120,000
Basic Earnings Per Share:
Average Shares	52,359,000		52,109,000
Net Earnings	$	0.36	$	0.19
Diluted Earnings Per Share:
Average Shares	52,538,000		52,204,000
Net Earnings	$	0.36	$	0.19

4

EX-99.2

Exhibit 99.2

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share amounts)

	Thirteen Weeks Ended										Twenty Six weeks ended
	August 1, 2009					August 2, 2008					August 1, 2009					August 2, 2008
				%					%					%					%
	Amount			Sales		Amount			Sales		Amount			Sales		Amount			Sales
Merchandise Sales	$	392,071		80.2		$	408,077		81.6		$	790,248		80.2		811,411			81.3
Service Revenue	96,840			19.8		91,966			18.4		195,151			19.8		186,675			18.7
Total Revenues	488,911			100.0		500,043			100.0		985,399			100.0		998,086			100.0
Costs of Merchandise Sales	275,790			70.3		284,416			69.7		556,825			70.5		570,339			70.3
Costs of Service Revenue	84,931			87.7		85,193			92.6		170,783			87.5		169,347			90.7
Total Costs of Revenues	360,721			73.8		369,609			73.9		727,608			73.8		739,686			74.1
Gross Profit from Merchandise Sales	116,281			29.7		123,661			30.3		233,423			29.5		241,072			29.7
Gross Profit from Service Revenue	11,909			12.3		6,773			7.4		24,368			12.5		17,328			9.3
Total Gross Profit	128,190			26.2		130,434			26.1		257,791			26.2		258,400			25.9
Selling, General and Administrative Expenses	109,482			22.4		122,603			24.5		217,535			22.1		241,618			24.2
Net (Loss) Gain from Dispositions of Assets	(16		)	—		4,077			0.8		(13		)	—		9,608			1.0
Operating Profit	18,692			3.8		11,908			2.4		40,243			4.1		26,390			2.6
Non-operating Income	539			0.1		1,162			0.2		942			0.1		1,492			0.1
Interest Expense	6,466			1.3		6,452			1.3		8,402			0.9		11,879			1.2
Earnings From Continuing Operations Before Income Taxes	12,765			2.6		6,618			1.3		32,783			3.3		16,003			1.6
Income Tax Expense	4,907			38.4	(1)	866			13.1	(1)	13,862			42.3	(1)	4,960			31.0	(1)
Net Earnings From Continuing Operations	7,858			1.6		5,752			1.2		18,921			1.9		11,043			1.1
Discontinued Operations, Net of Tax	(123		)	—		(304		)	(0.1	)	(277		)	—		(923		)	(0.1	)
Net Earnings	7,735			1.6		5,448			1.1		18,644			1.9		10,120			1.0
Retained Earnings, beginning of period	367,882					406,819					358,670					406,819
Cumulative effect adjustment for adoption of EITF 06-10, net of tax	—					—					—					(1,165		)
Cash Dividends	(1,577		)			(3,533		)			(3,152		)			(7,028		)
Effect of Stock Options	(8		)			(25		)			(8		)			(37		)
Dividend Reinvestment Plan	(69		)			(358		)			(191		)			(358		)
Retained Earnings, end of period	$	373,963				$	408,351				$	373,963				$	408,351
Basic and Diluted Earnings per Share:
Net Earnings From Continuing Operations	$	0.15				$	0.11				$	0.36				$	0.21
Discontinued Operations, Net of Tax	—					(0.01		)			—					(0.02		)
Earnings per Share	$	0.15				$	0.10				$	0.36				$	0.19
Cash Dividends per Share	$	0.0300				$	0.0675				$	0.0600				$	0.1350

(1) As a percentage of earnings from continuing operations before income taxes and cumulative effect of change in accounting principle.

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED BALANCE SHEETS	(dollar amounts in thousands, except per share amounts)

	August 1, 2009			January 31, 2009			August 2, 2008
Assets
Current Assets:
Cash and cash equivalents	$	21,886		$	21,332		$	56,215
Accounts receivable, less allowance for uncollectible accounts of $1,799; $1,912 and $1,805	21,801			28,831			28,556
Merchandise inventories	548,763			564,931			560,209
Prepaid expenses	18,567			25,390			36,245
Other	53,151			62,421			47,907
Assets held for disposal	9,912			12,653			20,695
Total Current Assets	674,080			715,558			749,827
Property and Equipment - net	719,008			740,331			759,408
Deferred income taxes	77,578			77,708			41,328
Other	18,092			18,792			30,011
Total Assets	$	1,488,758		$	1,552,389		$	1,580,574
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	222,974		$	212,340		$	228,723
Trade payable program liability	2,614			31,930			28,212
Accrued expenses	236,144			254,754			257,547
Deferred income taxes	41,118			35,848			9,453
Current maturities of long-term debt and obligations under capital leases	1,079			1,453			2,304
Total Current Liabilities	503,929			536,325			526,239
Long-term debt and obligations under capital leases, less current maturities	308,335			352,382			335,576
Other long-term liabilities	69,872			70,322			66,838
Deferred gain from asset sales	164,947			170,204			173,732
Commitments and Contingencies
Stockholders’ Equity:
Common Stock, par value $1 per share:
Authorized 500,000,000 shares; Issued 68,557,041 shares	68,557			68,557			68,557
Additional paid-in capital	293,037			292,728			297,125
Retained earnings	373,963			358,670			408,351
Accumulated other comprehensive loss	(16,477		)	(18,075		)	(10,636		)
Less cost of shares in treasury - 14,042,311 shares, 14,124,021 shares and 14,525,633 shares	218,141			219,460			225,944
Less cost of shares in benefits trust - 2,195,270 shares	59,264			59,264			59,264
Total Stockholders’ Equity	441,675			423,156			478,189
Total Liabilities and Stockholders’ Equity	$	1,488,758		$	1,552,389		$	1,580,574

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOWS	(dollar amounts in thousands)

Twenty Six weeks ended	August 1, 2009			August 2, 2008
Cash Flows from Operating Activities:
Net Earnings	$	18,644		$	10,120
Adjustments to reconcile net earnings to net cash provided by continuing operations:
Discontinued operations	277			923
Depreciation and amortization	35,338			36,928
Amortization of deferred gain from asset sales	(6,086		)	(4,297		)
Stock compensation expense	1,284			1,872
Gain on debt retirement	(6,248		)	(3,460		)
Deferred income taxes	4,455			(670		)
Loss (gain) from dispositions of assets	13			(9,608		)
Other	235			478
Changes in Operating Assets and Liabilities:
Decrease in accounts receivable, prepaid expenses and other	24,143			26,024
Decrease in merchandise inventories	16,168			943
Increase (decrease) in accounts payable	10,634			(16,700		)
Decrease in accrued expenses	(18,658		)	(34,449		)
Increase (decrease) in other long-term liabilities	1,972			(475		)
Net cash provided by continuing operations	82,171			7,629
Net cash used in discontinued operations	(543		)	(415		)
Net Cash Provided by Operating Activities	81,628			7,214
Cash Flows from Investing Activities:
Cash paid for master lease properties	—			(117,121		)
Cash paid for property and equipment	(17,481		)	(13,989		)
Proceeds from dispositions of assets	1,098			208,211
Other	(500		)	—
Net cash (used in) provided by continuing operations	(16,883		)	77,101
Net cash provided by discontinued operations	1,758			—
Net Cash (Used in) Provided by Investing Activities	(15,125		)	77,101
Cash Flows from Financing Activities:
Borrowings under line of credit agreements	222,017			98,504
Payments under line of credit agreements	(244,284		)	(140,019		)
Borrowings on trade payable program liability	35,300			85,408
Payments on trade payable program liability	(64,616		)	(71,450		)
Payment for finance issuance cost	—			(182		)
Proceeds from lease financing	—			8,661
Long-term debt and capital lease obligations payments	(11,451		)	(23,339		)
Dividends paid	(3,152		)	(7,028		)
Other	237			419
Net Cash Used in Financing Activities	(65,949		)	(49,026		)
Net Increase in Cash and Cash Equivalents	554			35,289
Cash and Cash Equivalents at Beginning of Period	21,332			20,926
Cash and Cash Equivalents at End of Period	$	21,886		$	56,215
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	2,585		$	558
Cash paid for interest	$	12,366		$	13,859
Accrued purchases of property and equipment	$	1,170		$	1,075

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES

COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (in thousands, except per share data)

		Thirteen Weeks Ended						Twenty Six weeks ended
		August 1, 2009			August 2, 2008			August 1, 2009			August 2, 2008
(a)	Net Earnings From Continuing Operations	$	7,858		$	5,752		$	18,921		$	11,043
	Discontinued Operations, Net of Tax	(123		)	(304		)	(277		)	(923		)
	Net Earnings	$	7,735		$	5,448		$	18,644		$	10,120
(b)	Basic average number of common shares outstanding during period	52,384			52,153			52,359			52,109
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price	315			83			179			95
(c)	Diluted average number of common shares assumed outstanding during period	52,699			52,236			52,538			52,204
	Basic Earnings per Share:
	Net Earnings From Continuing Operations (a) /(b)	$	0.15		$	0.11		$	0.36		$	0.21
	Discontinued Operations, Net of Tax	—			(0.01		)	—			(0.02		)
	Basic Earnings per Share	$	0.15		$	0.10		$	0.36		$	0.19
	Diluted Earnings per Share:
	Net Earnings From Continuing Operations (a) /(c)	$	0.15		$	0.11		$	0.36		$	0.21
	Discontinued Operations, Net of Tax	—			(0.01		)	—			$	(0.02	)
	Diluted Earnings per Share	$	0.15		$	0.10		$	0.36		$	0.19

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES

ADDITIONAL INFORMATION (dollar amounts in thousands)

	Thirteen Weeks Ended						Twenty Six weeks ended
	August 1, 2009			August 2, 2008			August 1, 2009			August 2, 2008
Capital expenditures (A)	$	11,763		$	121,769		$	17,481		$	130,290
Depreciation and amortization	$	17,965		$	17,909		$	35,338		$	36,928
Non-operating income:
Net rental revenue	$	487		$	782		$	789		$	954
Investment income	56			400			126			567
Other (expense) income	(4		)	(20		)	27			(29		)
Total	$	539		$	1,162		$	942		$	1,492
Comparable sales percentages:
Merchandise	-4.0		%	-8.0		%	-2.6		%	-7.1		%
Service	5.2		%	-5.2		%	4.5		%	-4.0		%
Total	-2.3		%	-7.5		%	-1.3		%	-6.6		%
Total square feet of retail space (including service centers)							11,534,000			11,514,000
Total Store Count							566			562
Sales and Gross Profit by Line of Business (B):
Retail Sales	$	259,435		$	275,890		$	523,846		549,215
Service Center Revenue	229,476			224,153			461,553			448,871
Total Revenues	$	488,911		$	500,043		$	985,399		$	998,086
Gross Profit from Retail Sales	$	70,746		$	78,375		$	144,301		151,779
Gross Profit from Service Center Revenue	57,444			52,059			113,490			106,621
Total Gross Profit	$	128,190		$	130,434		$	257,791		$	258,400
Comparable Sales Percentages (B):
Retail Sales	-6.0		%	-11.6		%	-4.6		%	-10.9		%
Service Center Revenue	2.3		%	-1.9		%	2.8		%	-0.6		%
Total Revenues	-2.3		%	-7.5		%	-1.3		%	-6.6		%
Gross Profit Percentage by Line of Business (B):
Gross Profit Percentage from Retail Sales	27.3		%	28.4		%	27.5		%	27.6		%
Gross Profit Percentage from Service Center Revenue	25.0		%	23.2		%	24.6		%	23.8		%
Total Gross Profit Percentage	26.2		%	26.1		%	26.2		%	25.9		%

(A) 2008 Capital expenditures includes $117.1 million for the purchase of master lease properties.

(B) Retail Sales include DIY and Commercial sales.  Service Center Revenue includes revenue from labor and installed parts and tires.