AutoZone (AZO) 10-K risk factor changes: FY2022 vs FY2021

| [removed: | • |] [added: ●] | the number of older vehicles in service. Vehicles seven years old or older are generally no longer under the original vehicle manufacturers’ warranties and tend to need more maintenance and repair than newer vehicles. |

| [removed: | • |] [added: ●] | rising [added: fuel and] energy prices. Increases in [added: fuel and] energy prices may cause our customers to defer purchases of certain of our products as they use a higher percentage of their income to pay for gasoline and other energy costs and may drive their vehicles less, resulting in less wear and tear and lower demand for repairs and maintenance. |

| [removed: | • |] [added: ●] | the economy. In periods of declining economic conditions, [added: including as a result of inflation,] consumers may reduce their discretionary spending by deferring vehicle maintenance or repair. Additionally, such conditions may affect our customers’ ability to obtain credit. During periods of expansionary economic conditions, more of our DIY customers may pay others to repair and maintain their vehicles instead of working on their own vehicles, or they may purchase new vehicles. |

| [removed: | • |] [added: ●] | the weather. Milder weather conditions may lower the failure rates of automotive parts, while extended periods of rain and winter precipitation may cause our customers to defer maintenance and repair on their vehicles. Extremely hot or cold conditions may enhance demand for our products due to increased failure rates of our customers’ automotive parts. Additionally, [removed: global warming trends and other significant] climate changes can create more variability in the [removed: short term] [added: short-term] or lead to other weather conditions that could impact our business. |

| [removed: | • |] [added: ●] | technological advances. Advances in automotive technology, such as [removed: electric vehicles, and] [added: improved] parts design can result in cars needing maintenance less frequently and parts lasting longer. |

| [removed: | • |] [added: ●] | the number of miles vehicles are driven annually. Higher vehicle mileage increases the need for maintenance and repair. Mileage levels may be affected by gas prices, ride [removed: sharing] [added: sharing, weather conditions,] and other factors. |

| [removed: | • |] [added: ●] | the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranties or maintenance offered on new vehicles. |

| [removed: | • |] [added: ●] | restrictions on access to telematics and diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation. These restrictions may cause vehicle owners to rely on dealers to perform maintenance and repairs. |

Although we believe we compete [removed: effectively on the basis of customer service, including the knowledge and expertise of our AutoZoners; merchandise quality, selection and availability; product warranty; store layout, location and convenience; price; and the strength of our AutoZone brand name, trademarks and service marks, some of] [added: effectively,] our competitors may [removed: gain competitive advantages, such as] [added: have] greater financial and marketing resources allowing them to sell [removed: automotive products] [added: merchandise] at lower prices, larger stores with more merchandise, longer operating [removed: histories,] [added: histories with deeper customer relationships,] more frequent customer visits and more effective advertising.

Online and multi-channel retailers often [added: have lower operating costs and] focus on delivery services, [added: thereby] offering customers faster, guaranteed delivery times and low-price or free shipping.

Consumers are embracing shopping [removed: online and] [added: online, including] through mobile [removed: commerce] applications.

With the increasing use of digital tools and social media, and our competitors’ increased focus on optimizing customers’ online experience, our customers are quickly able to compare prices, product [removed: assortment] [added: assortment, product availability] and feedback from other customers before purchasing [removed: our products either online, in the physical stores or through a combination of both offerings.][added: products.]

If we are unable to continue to manage [removed: readily-available] [added: in-stock] inventory [removed: demand] and [added: costs, provide] competitive delivery [removed: options as well as] [added: options,] develop successful competitive strategies, including the maintenance of effective promotions, advertising and loyalty programs, [added: develop and execute effective digital and omni-channel strategies] or [added: otherwise compete effectively, or] if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.

We have increased our store count in the past five fiscal years, growing from [removed: 5,814] [added: 6,029] stores at August [removed: 27, 2016,] [added: 26, 2017,] to [removed: 6,767] [added: 6,943] stores at August [removed: 28, 2021,] [added: 27, 2022,] a compounded annual growth rate of three percent.

Additionally, we have increased annual revenues in the past five fiscal years from [removed: $10.636] [added: $10.9] billion in fiscal [removed: 2016] [added: 2017] to [removed: $14.630] [added: $16.3] billion in fiscal [removed: 2021,] [added: 2022,] with a compounded annual growth rate of [removed: seven] [added: eight] percent.

Annual revenue growth is driven by [added: increases in same store sales,] the opening of new [removed: stores,] [added: stores and] the development of new commercial [removed: programs and increases in same store sales.][added: programs.]

Although we are [removed: one of the largest sellers] [added: a leading distributor] of [removed: auto] [added: automotive] parts [added: and other products] in the commercial market, we must effectively compete against national and regional auto parts chains, independently owned parts stores, [removed: wholesalers and] [added: wholesalers,] jobbers [added: and online retailers] in order to increase our commercial market share.

We believe much of our brand value lies in the quality of the approximately [removed: 100,000] [added: 112,000] AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.

Our business is also subject to employment laws and regulations, including [removed: requirements] [added: those] related to minimum wage, benefits and scheduling requirements.

We cannot be assured that we can continue to hire, train and retain qualified employees at current wage rates since we operate in a competitive labor market, and there [removed: is a risk of market increases in compensation.][added: are currently significant inflationary and other pressures on wages.]

If we are unable to hire, properly train and retain qualified [removed: employees,] [added: AutoZoners,] we could experience higher employment costs, reduced sales, losses of customers and diminution of our brand or company culture, which could adversely affect our earnings.

If our merchandise offerings do not meet our customers’ [removed: expectations] [added: expectations, or our customers have a negative perception of our merchandise] regarding quality, innovation and safety, we could experience lost sales, increased costs and exposure to legal and reputational risk.

For example, [removed: the recent surges in consumer demand, shortages of raw materials] [added: inflation, rising interest rates] and disruption to the global supply chain have negatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability.

If we experience transitions [removed: or changeover] with any of our significant vendors, or if they experience financial difficulties or otherwise are unable to deliver merchandise to us on a timely basis, or at all, we could have product shortages in our stores that could adversely affect customers’ perceptions of us and cause us to lose customers and sales.

We directly imported approximately [removed: 13%] [added: 15%] of our purchases in fiscal [removed: 2021,] [added: 2022,] but many of our domestic vendors directly import their products or components of their products.

Changes to the price or flow of these goods for any reason, such as civil unrest or acts of war, currency fluctuations, disruptions in maritime lanes, port labor [removed: disputes,] [added: disputes ,] economic conditions and instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials to suppliers, increased import duties or tariffs, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability.

These and other [removed: factors, such as the COVID-19 pandemic,] [added: factors] affecting our suppliers and our access to products could adversely affect our business and financial performance.

In addition, we extensively utilize our hub network, our supply chain and [added: our] logistics management techniques to efficiently stock our stores.

We have made, and plan to continue to make, significant investments in our supply chain to improve [removed: our ability to provide the best parts at the right price] [added: product availability] and [removed: to meet] [added: product assortment, fulfill evolving] consumer product [removed: needs.][added: demands and keep up with our long-term store expansion goals.]

If we fail to effectively utilize our existing hubs and/or supply [removed: chains] [added: chains,] or if our investments in our supply chain initiatives, including directly sourcing some products from outside the U.S., do not provide the anticipated benefits, we could experience sub-optimal inventory levels in our stores or increases in our operating costs, which could adversely affect our sales volume and/or our margins.

[removed: War] [added: Business interruptions including war] or acts of terrorism, political or civil unrest, unusual [added: or severe] weather [removed: conditions, including] [added: conditions (including] due to the impacts of climate [removed: change,] [added: change or otherwise) such as] hurricanes, tornadoes, windstorms, fires, earthquakes and floods, [removed: global] [added: public] health [removed: epidemics (such as COVID-19)] [added: crises] and other [removed: natural or other] disasters or the threat of any of them, may [removed: result in certain] [added: negatively impact the hours and operations] of our stores, distribution centers, store support centers or sourcing [removed: offices being closed for a period of time or permanently or have a negative] [added: offices; may negatively] impact [removed: on] our [added: supply chain and distribution network; and may impede our] ability to [removed: obtain] [added: source quality] merchandise [removed: available for sale in our stores.][added: domestically and outside of the U.S. on favorable terms.]

In the event commercial transportation is curtailed or substantially delayed, [removed: our business may be adversely impacted, as] we may have difficulty transporting merchandise to our distribution centers and stores resulting in lost sales and/or a potential loss of customer loyalty.

We believe our continued strong sales growth is driven in significant part by our [added: AutoZone and private label] brand [removed: name.][added: names.]

The value in our brand [removed: name] [added: names] and [removed: its] [added: their] continued effectiveness in driving our sales growth [removed: are] [added: is] dependent to a significant degree on our ability to maintain our reputation for safety, high product quality, friendliness, [removed: service, trustworthy advice, integrity and business ethics.][added: WOW!]

The increasing use of technology also poses a risk as customers are able to quickly compare products and prices and use social media to provide feedback in a manner that is rapidly and broadly [removed: dispersed.][added: disseminated.]

[removed: Cyber-security] [added: Information Technology, Cybersecurity] and Data Privacy Risks

‌We rely heavily on [removed: our] information technology systems for our key business processes.

Any [added: damage to,] failure [added: of,] or interruption in these systems could have a material adverse impact on our [removed: business.][added: business and operating results.]

Our systems and the third-party systems [added: with which] we [removed: rely on] [added: interact] are subject to [removed: damage] [added: damage, failure] or interruption [removed: from] [added: due to various reasons such as:] power [added: or other critical infrastructure] outages, facility damage, physical theft, telecommunications failures, [removed: computer viruses,] [added: malware,] security [removed: breaches,] [added: incidents,] malicious cyber-attacks, [added: including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware, natural disasters and] catastrophic events, [added: inadequate or ineffective redundancy measures;] and design or usage errors by [removed: our] AutoZoners, contractors or third-party service providers.

Our business, like that of most [removed: retailers and distributors,] [added: retailers,] involves the [removed: receipt,] [added: collection, processing,] storage and transmission of personal information [removed: about] [added: relating to] our customers, suppliers and [removed: AutoZoners, some of which is entrusted to third-party service providers] [added: AutoZoners] and [removed: vendors.][added: confidential business information relating to AutoZone or other parties with which we do business.]

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| ● | prevalence of electric vehicles. Increased prevalence of electric vehicles, whether due to changes in consumer preferences or regulatory action banning the sale of new internal combustion vehicles, can result in less frequent parts failures and reduced need for parts. |

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The sale of automotive parts, accessories and maintenance items is highly competitive.

See “Item 1.

Business” above for additional information regarding our competitive environment.

In the U.S., there has been an increase in workers exercising their right to form or join a union, both generally and in the retail industry.

Although none of our employees are currently covered by collective bargaining agreements, there can be no assurance that our employees will not elect to be represented by labor unions in the future.

If a significant portion of our work force were to become unionized, our culture and operating model could be challenged by inserting a third party between our current terrific relationships between our leaders and hourly AutoZoners.

Further, our labor costs could increase and our business could be negatively affected by other requirements and expectations that could change our company culture, decrease our flexibility and disrupt our business.

Further, our responses to any union organizing efforts could negatively impact how our brand is perceived by customers and AutoZoners and have adverse effects on our business and financial results.

Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business.

A disruption to our supply chain and distribution network could adversely affect our ability to receive and distribute inventory in a timely manner, which could result in low inventory availability, lost sales, increased supply chain costs and loss of customer loyalty, among other things.

Such disruptions may result from damage or destruction of our distribution centers or may be the result of macroeconomic conditions impacting the broader supply chain industry at large.

For example, in recent years, ports, rails and domestic long-hauls in the U.S. and elsewhere have been negatively impacted by capacity constraints, congestion and delays, periodic labor disputes, security issues, weather-related events, and natural disasters, which have been further exacerbated by the COVID-19 pandemic and other factors beyond our control.

Our business and competitive position may be negatively impacted if we are unable to successfully mitigate the impacts of such disruption to our supply chain or if we are unable to manage such disruptions more effectively than our competitors.

It is not possible to predict all events or circumstances which may negatively disrupt our business in a significant manner, and the near-term and long-term impacts of such disruptions on our business, demand for our products and our growth initiatives will vary significantly based on the facts and circumstances of each such disruption.

Furthermore, such business interruptions could cause additional negative impacts of which we are not currently aware or magnify other risks associated with our business and operations.

Customer service, trustworthy advice, integrity and business ethics.

Our brand and reputation could be negatively impacted if negative sentiment about the Company, whether or not based on fact, is shared over social media.

We rely extensively on information technology systems, some of which are managed or provided by third-party service providers, to collect, analyze, process, store, manage, transmit and protect key business processes, transactions and data, such as sales data, customer data, employee data, demand forecasting, merchandise ordering, inventory replenishment, supply chain management, payment processing, order fulfillment and more.

Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes could adversely impact their effectiveness or could expose us to security and other risks.

Although we seek to effectively maintain and safeguard our systems and our data and we seek to ensure our third-party service providers effectively maintain and safeguard their systems and our data, such efforts are not always successful.

As a result, we or our service providers could experience, and on occasion have experienced, one or more errors, interruptions, delays or cessations of service impacting the integrity or availability of our information technology infrastructure.

While such incidents have not been material to date, any future incident could significantly disrupt our operations and key business processes, result in the impairment or loss of critical data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results.

In addition, our information technology systems, infrastructure and personnel require substantial investments, such as replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring new systems with new functionality.

These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or corruption of data, cost overruns, or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs that could adversely affect our business operations and results of operations.

Failure to maintain the security of sensitive personal information or other confidential information in our possession could subject us to litigation or regulatory enforcement action, cause reputational harm and cause us to incur substantial costs or have a material adverse impact on our business and financial condition.

This information is handled by us as well as third-party service providers and vendors that provide us with various technology, systems, services and other resources that we use in connection with the handling of this information and in furtherance of our business objectives.

There can be no assurance that the security measures we or our third-party service providers and vendors have in place today or introduce in the future in an effort to keep up with growing and evolving risks will prevent or mitigate the impact of a cyber incident or provide us with sufficient visibility to determine if a cyber incident has occurred.

Failure to maintain the security of the personal and other confidential information to which we have access could lead to private litigation, regulatory enforcement actions and reputational harm, all of which would require extensive time and financial resources to resolve and could have a material adverse impact our business and financial condition.

​

The COVID-19 pandemic persists in the U.S. and many other parts of the world and may have a material adverse effect on our business operations, financial condition, liquidity and cash flow.

The COVID-19 pandemic continues to impact numerous aspects of our business, and the long-term impact to our business remains unknown.

This is due to the numerous uncertainties that have risen from the pandemic, including the severity of the disease, the duration of the outbreak, the likelihood of resurgences of the outbreak, including due to the emergence and spread of variants, actions that may be taken by governmental authorities in response to the disease, the timing, distribution, efficacy and public acceptance of vaccines, and unintended consequences of the foregoing.

In particular, it is unclear what near-term and long-term impact these factors will have on the number of vehicle miles driven, traffic to our stores, as well as demand for our products from our retail and commercial customers.

While we have added safety measures to protect our employees and customers, continued business disruption caused by COVID-19 may require further significant actions to mitigate the impact, including but not limited to employee furloughs, reductions in store hours and store closings as well as ongoing increases in expenses.

Conversely, if the unprecedented levels of customer demand we have experienced during the pandemic revert or subside, we may be unable to reduce expenses or otherwise react quickly and effectively to such changes.

Further, the continuing pandemic and related economic uncertainty may result in prolonged disruption and volatility to our business, cause additional negative impacts of which we are not currently aware and also magnify other risks associated with our business and operations, including risks associated with sourcing quality merchandise domestically and outside the U.S.; our ability to promptly adjust inventory levels to meet fluctuations in customer demand; our ability to comply with complex and evolving laws and regulations related to customers’ and AutoZoners’ health and safety; our ability to open new store locations and expand or remodel existing stores; and our ability to hire and train qualified employees to address temporary or sustained labor shortages.

Accordingly, the COVID-19 pandemic could have a material adverse effect on demand for our products, workforce availability and our results of operations, financial condition, liquidity and cash flows.

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The sale of automotive parts, accessories and maintenance items is highly competitive, and sales volumes are dependent on many factors, including name recognition, 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, independently owned parts stores, online automotive parts stores or marketplaces, wholesale distributors, jobbers, repair shops, car washes and auto dealers, in addition to discount and mass merchandise stores, hardware stores, supermarkets, drugstores, convenience stores, home stores, and other retailers that sell aftermarket vehicle parts and supplies, chemicals, accessories, tools and maintenance parts.

Some online businesses have lower operating costs than we do.

‌We believe that we compete effectively on the basis of merchandise availability as a result of investments in inventory available for immediate sale, the development of a robust hub and mega hub distribution network providing efficient access to obtain products required on-demand, options to order products online or by telephone and pick them up in stores and options for special orders directly from our vendors.

We also offer hassle-free returns to our customers.

In addition, we believe that customers value the personal interaction with a salesperson who is qualified to offer trustworthy advice and provide other free services such as parts testing.

We also utilize promotions, advertising and our loyalty programs to drive customer traffic and compete more effectively, and we must regularly assess and adjust our efforts to address changes in the competitive marketplace.

Additionally, the unprecedented levels of customer demand we have experienced for our products during the COVID-19 pandemic has resulted in significant increases in same store sales growth during fiscal 2020 and fiscal 2021.

Therefore, we may not be able to sustain these growth trends if customer demand returns to pre-pandemic levels.

In addition, negative customer perceptions regarding the safety or quality of the products we sell could cause our customers to seek alternative sources for their needs, resulting in lost sales.

Some of our merchandise is imported from other countries.

If imported goods become difficult or impossible to bring into the U.S., and if we cannot obtain such merchandise from other sources at similar costs, our sales and profit margins may be negatively affected.

Our reputation could be impacted if customers have a bad experience and share it over social media.

We rely extensively on our information technology systems, some of which are managed or provided by third-party service providers, to manage inventory, communicate with customers, process transactions and summarize results.

Although we and our third-party service providers work diligently to maintain our respective systems, we may not be successful in doing so.

If our systems are damaged or fail to function properly, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to manage inventories or process transactions, which could result in lost sales, inability to process purchase orders and/or a potential loss of customer loyalty, which could adversely affect our results of operations.

We are in the process of developing and implementing various information systems, as well as modifying existing systems.

These technological changes will require significant investment of human and financial resources, and we may experience significant delays, cost increases and other obstacles with these projects.

Although we have invested significant resources during our planning, project management and training, implementation issues may arise which may disrupt our operations and negatively impact our business operations, financial condition and cash flows.

Failure to protect or effectively respond to a breach of the privacy and security of customers’, suppliers’, AutoZoners’ or Company information could damage our reputation, subject us to litigation and cause us to incur substantial costs.

Failure to protect the security of our customers’, suppliers’, AutoZoners’ and Company information could subject us to costly regulatory enforcement actions, expose us to litigation and impair our reputation, which may have a negative impact on our sales.

We consider information security to be a top priority and undertake cyber-security planning and activities throughout the Company.

Senior management and the Board of Directors are actively engaged in cyber-security risk management.

While we and our third-party service providers and vendors take significant steps to protect customer, supplier, employee and other confidential information, including maintaining compliance with payment card industry standards and a security program that includes updating technology and security policies, employee training and monitoring and routine testing of our systems, these security measures may be breached in the future due to cyber-attack, employee error, system compromises, fraud, trickery, hacking or other intentional or unintentional acts, and unauthorized parties may obtain access to this data.

We are the leading [removed: retailer,] [added: retailer] and [removed: a leading distributor,] [added: distributor] of automotive replacement parts and accessories in the Americas.

We began operations in 1979 and at August [removed: 28, 2021,] [added: 27, 2022,] operated [removed: 6,051] [added: 6,168] stores in the U.S., [removed: 664] [added: 703] stores in Mexico and [removed: 52] [added: 72] stores in Brazil.

At August [removed: 28, 2021,] [added: 27, 2022,] in [removed: 5,179] [added: 5,342] of our domestic stores, we also 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.

For fiscal [removed: 2021,] [added: 2022,] we achieved record net income of [removed: $2.170] [added: $2.4] billion, [removed: a 25.2%] [added: an 11.9%] increase over the prior year, and sales growth of [removed: $1.998] [added: $1.6] billion, [removed: a 15.8%] [added: an 11.1%] increase over the prior year.

Domestic commercial sales increased [removed: 22.6%,] [added: 26.5%,] which represents [removed: approximately 23%] [added: 28.8%] of our [removed: total] [added: domestic auto parts] sales.

Both our retail sales and commercial sales grew this past year as we [removed: continue to experience unprecedented demand for our products during the COVID-19 pandemic and make] [added: made] progress on our initiatives aimed at improving our ability to say “Yes” to our customers more [removed: frequently, drive traffic to our stores] [added: frequently] and [removed: accelerate] [added: accelerating] our commercial growth.

Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to [added: inflation,] fuel costs, wage rates, supply chain disruptions, hiring and other economic [removed: conditions, including for fiscal 2021 and 2020, the effects of, and responses to, COVID-19.][added: conditions.]

One macroeconomic factor affecting our customers and our industry during fiscal [removed: 2021] [added: 2022] was gas prices.

During fiscal [removed: 2021,] [added: 2022,] the average price per gallon of unleaded gasoline in the U.S. was [removed: $2.62,] [added: $3.83,] compared to [removed: $2.32] [added: $2.62] during fiscal [removed: 2020.][added: 2021.]

With approximately [removed: 10] [added: 11] billion gallons of unleaded gas consumption each month across the U.S., each $1 [removed: decrease] [added: increase] at the pump [removed: contributes] [added: reduces] approximately [removed: $10] [added: $11] billion of additional spending capacity to consumers each month.

We have also experienced continued accelerated pressure on wages in the U.S. during fiscal [removed: 2021.][added: 2022.]

The regulatory changes are expected to continue, as evidenced by the areas that have passed legislation to increase employees’ wages substantially over the next few [removed: years, but we are still assessing to what degree these changes will impact our earnings growth in future periods.][added: years.]

During fiscal [removed: 2021,] [added: 2022,] failure and maintenance related categories represented the largest portion of our sales mix, at approximately [removed: 83%] [added: 84%] of total [removed: sales, with failure related] [added: sales] categories continuing to comprise our largest set of categories.

While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, in our domestic stores we [removed: continue to] see a slight [removed: increase] [added: decrease] in mix of sales of the discretionary category [removed: as] [added: and a slight increase in the maintence category] compared to last year.

Since the beginning of the fiscal year and through July [removed: 2021] [added: 2022] (latest publicly available information), miles driven in the U.S. [removed: decreased] [added: increased] by [removed: 5.2%] [added: 4.6%] compared to the same period in the prior year.

We believe this [removed: decrease] [added: increase] is [removed: a result of] [added: due to] the [removed: pandemic,] [added: nation returning to pre-pandemic levels,] but we are unable to predict if this [removed: decline] [added: increase] will [removed: continue and are uncertain] [added: continue, due to rising fuel prices, general macroeconomic conditions, or otherwise, or the extent] of the impact it will have [removed: to] [added: on] our business.

According to the latest data provided by the Auto Care Association, as of January 1, [removed: 2021,] [added: 2022,] the average age of light vehicles on the road was [removed: 12.1 years.][added: 12.2 years and these vehicles account for more than 40% of U.S. vehicles.]

Additionally, there is increased demand for used vehicles as a result of new vehicle inventory [removed: shortages during the COVID-19 pandemic.][added: shortages.]

The following table highlights selected financial information over the [removed: last] [added: past] 5 years:

| _(in thousands, except per share data, same store sales and selected operating data)_ | | [removed: 2021(1)] [added: 2022] | | | [removed: 2020(1)] [added: 2021(1)] | | | [removed: 2019(2)] [added: 2020(1)] | | | [removed: 2018(3)] [added: 2019(2)(3)] | | | [removed: 2017] [added: 2018(3)] | | |

| Net sales | ​ | $ | [removed: 14,629,585] [added: 16,252,230] | ​ | $ | [removed: 12,631,967] [added: 14,629,585] | ​ | $ | [removed: 11,863,743] [added: 12,631,967] | ​ | $ | [removed: 11,221,077] [added: 11,863,743] | ​ | $ | [removed: 10,888,676] [added: 11,221,077] | ​ |

| Cost of sales, including warehouse and delivery expenses | ​ | | [removed: 6,911,800] [added: 7,779,580] | ​ | | [removed: 5,861,214] [added: 6,911,800] | ​ | | [removed: 5,498,742] [added: 5,861,214] | ​ | | [removed: 5,247,331] [added: 5,498,742] | ​ | | [removed: 5,149,056] [added: 5,247,331] | ​ |

| Gross profit | ​ | | [removed: 7,717,785] [added: 8,472,650] | ​ | | [removed: 6,770,753] [added: 7,717,785] | ​ | | [removed: 6,365,001] [added: 6,770,753] | ​ | | [removed: 5,973,746] [added: 6,365,001] | ​ | | [removed: 5,739,620] [added: 5,973,746] | ​ |

| Operating, selling, general and administrative expenses | ​ | | [removed: 4,773,258] [added: 5,201,921] | ​ | | [removed: 4,353,074] [added: 4,773,258] | ​ | | [removed: 4,148,864] [added: 4,353,074] | ​ | | [removed: 4,162,890] [added: 4,148,864] | ​ | | [removed: 3,659,551] [added: 4,162,890] | ​ |

| Operating profit | ​ | | [removed: 2,944,527] [added: 3,270,729] | ​ | | [removed: 2,417,679] [added: 2,944,527] | ​ | | [removed: 2,216,137] [added: 2,417,679] | ​ | | [removed: 1,810,856] [added: 2,216,137] | ​ | | [removed: 2,080,069] [added: 1,810,856] | ​ |

| Interest expense, net | ​ | | [removed: 195,337] [added: 191,638] | ​ | | [removed: 201,165] [added: 195,337] | ​ | | [removed: 184,804] [added: 201,165] | ​ | | [removed: 174,527] [added: 184,804] | ​ | | [removed: 154,580] [added: 174,527] | ​ |

| Income before income taxes | ​ | | [removed: 2,749,190] [added: 3,079,091] | ​ | | [removed: 2,216,514] [added: 2,749,190] | ​ | | [removed: 2,031,333] [added: 2,216,514] | ​ | | [removed: 1,636,329] [added: 2,031,333] | ​ | | [removed: 1,925,489] [added: 1,636,329] | ​ |

| Income tax expense(4) | ​ | | [removed: 578,876] [added: 649,487] | ​ | | [removed: 483,542] [added: 578,876] | ​ | | [removed: 414,112] [added: 483,542] | ​ | | [removed: 298,793] [added: 414,112] | ​ | | [removed: 644,620] [added: 298,793] | ​ |

| Net income(4) | ​ | $ | [removed: 2,170,314] [added: 2,429,604] | ​ | $ | [removed: 1,732,972] [added: 2,170,314] | ​ | $ | [removed: 1,617,221] [added: 1,732,972] | ​ | $ | [removed: 1,337,536] [added: 1,617,221] | ​ | $ | [removed: 1,280,869] [added: 1,337,536] | ​ |

| Diluted earnings per share(4) | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] | ​ | $ | [removed: 63.43] [added: 71.93] | ​ | $ | [removed: 48.77] [added: 63.43] | ​ | $ | [removed: 44.07] [added: 48.77] | ​ |

| Weighted average shares for diluted earnings per share(4) | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] | ​ | | [removed: 25,498] [added: 24,093] | ​ | | [removed: 27,424] [added: 25,498] | ​ | | [removed: 29,065] [added: 27,424] | ​ |

| Increase in domestic comparable store net sales(5) | ​ | | [removed: 13.6] [added: 8.4] | % | | [removed: 7.4] [added: 13.6] | % | | [removed: 3.0] [added: 7.4] | % | | [removed: 1.8] [added: 3.0] | % | | [removed: 0.5] [added: 1.8] | % |

| Current assets | ​ | $ | [removed: 6,415,303] [added: 6,627,984] | ​ | $ | [removed: 6,811,872] [added: 6,415,303] | ​ | $ | [removed: 5,028,685] [added: 6,811,872] | ​ | $ | [removed: 4,635,869] [added: 5,028,685] | ​ | $ | [removed: 4,611,255] [added: 4,635,869] | ​ |

| Operating lease right-of-use assets(6) | ​ | ​ | [removed: 2,718,712] [added: 2,918,817] | ​ | ​ | [removed: 2,581,677] [added: 2,718,712] | ​ | ​ | [removed: —] [added: 2,581,677] | ​ | ​ | — | ​ | ​ | — | ​ |

| Working capital [removed: (deficit)] [added: (deficit)(12)] | ​ | | [removed: (954,451)] [added: (1,960,409)] | ​ | | [removed: 528,781] [added: (954,451)] | ​ | | [removed: (483,456)] [added: 528,781] | ​ | | [removed: (392,812)] [added: (483,456)] | ​ | | [removed: (155,046)] [added: (392,812)] | ​ |

| Total assets | ​ | | [removed: 14,516,199] [added: 15,275,043] | ​ | | [removed: 14,423,872] [added: 14,516,199] | ​ | | [removed: 9,895,913] [added: 14,423,872] | ​ | | [removed: 9,346,980] [added: 9,895,913] | ​ | | [removed: 9,259,781] [added: 9,346,980] | ​ |

| Current liabilities | ​ | | [removed: 7,369,754] [added: 8,588,393] | ​ | | [removed: 6,283,091] [added: 7,369,754] | ​ | | [removed: 5,512,141] [added: 6,283,091] | ​ | | [removed: 5,028,681] [added: 5,512,141] | ​ | | [removed: 4,766,301] [added: 5,028,681] | ​ |

| Debt | ​ | | [removed: 5,269,820] [added: 6,122,092] | ​ | | [removed: 5,513,371] [added: 5,269,820] | ​ | | [removed: 5,206,344] [added: 5,513,371] | ​ | | [removed: 5,005,930] [added: 5,206,344] | ​ | | [removed: 5,081,238] [added: 5,005,930] | ​ |

| Finance lease liabilities, less current portion(6) | ​ | | [removed: 186,122] [added: 217,428] | ​ | | [removed: 155,855] [added: 186,122] | ​ | | [removed: 123,659] [added: 155,855] | ​ | | [removed: 102,013] [added: 123,659] | ​ | | [removed: 102,322] [added: 102,013] | ​ |

| Operating lease liabilities, less current portion(6) | ​ | ​ | [removed: 2,632,842] [added: 2,837,973] | ​ | ​ | [removed: 2,501,560] [added: 2,632,842] | ​ | ​ | [removed: —] [added: 2,501,560] | ​ | ​ | — | ​ | ​ | — | ​ |

Continued progress on our initiatives improved our operating performance for the fiscal year.

Cash flows from operations are unfavorable compared to last year primarily due to higher inventory purchase volume.

The increase in capital expenditures from fiscal 2021 to fiscal 2022 was primarily driven by our growth initiatives, including hub and mega hub expansion projects and new stores.

During the year ended August 27, 2022, we repaid our $500 million 3.700% Senior Notes due April 2022 and issued $750 million of new debt compared to none in 2021 and $1.850 billion in 2020.

The Company had net proceeds from the issuance of commercial paper and short term borrowing of $603.4 million during fiscal 2022.

The Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable, on November 15, 2026, but we may make up to two requests to extend the termination date for an additional period of one year each.

The Revolving Credit Agreement includes (i) a $75 million sublimit for swingline loans, (ii) a $50 million individual issuer letter of credit sublimit and (iii) a $250 million aggregate sublimit for all letters of credit.

On May 16, 2022, we amended and restated the letter of credit facility to, among other things, extend the facility through June 2025.

On August 1, 2022, we issued $750 million in 4.750% Senior Notes due August 2032 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 19, 2022 (File No. 333-266209) (the “2022 Shelf Registration Statement”).

The 2022 Shelf Registration Statement 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 or distribution center openings, stock repurchases and acquisitions.

Proceeds from the debt issuance were used for general corporate purposes.

the comparable prior year end.

On March 23, 2021, the Board voted to increase the repurchase authorization from $24.7 to $26.2 billion.

| Debt(1) | | $ | 6,153,400 | ​ | $ | 1,403,400 | ​ | $ | 1,200,000 | ​ | $ | 1,000,000 | ​ | $ | 2,550,000 |

| Interest payments(2) | ​ | | 1,093,088 | ​ | ​ | 187,838 | ​ | ​ | 326,425 | ​ | ​ | 242,300 | ​ | ​ | 336,525 |

| Operating leases(3) | ​ | | 3,950,359 | ​ | ​ | 344,900 | ​ | ​ | 733,201 | ​ | ​ | 635,840 | ​ | ​ | 2,236,418 |

| Finance leases(3) | ​ | | 336,709 | ​ | ​ | 94,226 | ​ | ​ | 137,509 | ​ | ​ | 60,281 | ​ | ​ | 44,693 |

| Self-insurance reserves(4) | ​ | | 262,347 | ​ | ​ | 88,655 | ​ | ​ | 80,608 | ​ | ​ | 34,922 | ​ | ​ | 58,162 |

| ​ | ​ | $ | 11,887,429 | ​ | $ | 2,210,545 | ​ | $ | 2,477,743 | ​ | $ | 1,973,343 | ​ | $ | 5,225,798 |

| ​ | ​ | $ | 176,512 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

and projected inflation of related factors.

COVID-19 Impact

COVID-19 continues to impact numerous aspects of our business.

Our sales remain at record levels as we have experienced unprecedented customer demand for our products during the COVID-19 pandemic, as we believe that many of our customers have benefitted from pandemic-related government stimulus and benefits.

Our main priority continues to be the health, safety and well-being of our customers and AutoZoners.

We continue to invest in supplies for the protection of our employees and customers and increased the frequency of cleaning and disinfecting our stores.

For fiscal 2021, we incurred approximately $43.0 million in pandemic related expenses, including Emergency Time-Off benefit enhancements for both full-time and part-time employees as compared to approximately $83.9 million in the comparable prior year period.

The long-term impact to our business remains unknown as we are unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, the likelihood of additional variants and resurgences of the outbreak, actions that may be taken by governmental authorities in response to the disease, the timing, distribution, efficacy and public acceptance of vaccines, and unintended consequences of the foregoing.

Furthermore, the continuing pandemic and related economic uncertainty may result in prolonged disruption and volatility to our business and magnify certain risks, including risks associated with sourcing quality merchandise domestically and outside the U.S.; our ability to promptly adjust inventory levels to meet fluctuations in customer demand; our ability to comply with complex and evolving laws and regulations related to customers’ and AutoZoners’ health and safety; our ability to open new store locations and expand or remodel existing stores; and our ability to hire and train qualified employees to address temporary or sustained labor shortages.

We believe the improvement in this sales category resulted from the pandemic as many of our customers continue to have more time to work on discretionary projects.

According to the latest data provided by the U.S. Bureau of Economic Analysis, new light vehicle sales for the year ended August 2021 increased 11.5% as compared to the comparable prior year period.

*​*

The decrease in the tax rate was primarily attributable to an increased benefit from stock options exercised during fiscal 2021 compared to fiscal 2020.

Unprecedented customer demand from the impact of the COVID-19 pandemic and continued progress on our initiatives improved our operating performance for the fiscal year, which drove a substantial increase in cash flows from operations.

Cash flows from operations are favorable compared to last year primarily due to favorable changes in accounts payable, driven by higher sustained inventory purchase volume in fiscal 2021 as compared to fiscal 2020, and growth in net income due to accelerated sales growth as a result of the pandemic.

The increase in capital expenditures from fiscal 2020 to fiscal 2021 was primarily driven by increased store openings.

The increase in purchases of treasury stock for fiscal 2021 in comparison to fiscal 2020 was due to resuming our share repurchase program which was temporarily suspended in fiscal 2020 due to the COVID-19 pandemic.

We did not issue any new debt in fiscal 2021, and issued $1.850 billion and $750 million in fiscal 2020 and 2019, respectively.

In fiscal 2020, the proceeds from the issuance of debt were used for general corporate purposes, repayment of our outstanding commercial paper and repayment of our $500 million Senior Notes due in November 2020 which were callable at par in August 2020.

Net repayments of commercial paper and short term borrowings were $1.030 billion and $295.3 million for 2020 and 2019, respectively.

The increase from fiscal 2020 was primarily due to increased accounts payable purchases with favorable vendor terms and higher inventory turns.

We entered into a Master Extension, New Commitment and Amendment Agreement dated as of November 18, 2017 (the “Extension Amendment”) to the Third Amended and Restated Credit Agreement dated as of November 18, 2016, as amended, modified, extended or restated from time to time (the “Revolving Credit Agreement”).

Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in the Revolving Credit Agreement, depending upon our senior, unsecured, (non-credit enhanced) long-term debt ratings.

Interest accrues on base rate loans as defined in the Revolving Credit Agreement.

We intend to amend and restate our Revolving Credit Agreement and anticipate closing the agreement during the first quarter of fiscal year 2022.

On April 3, 2020, we entered into a 364-Day Credit Agreement (the “364-Day Credit Agreement”) to supplement our existing Revolving Credit Agreement.

The 364-Day Credit Agreement provided for loans in the aggregate principal amount of up to $750 million.

The 364-Day Credit Agreement had a termination date of, and any amounts borrowed under the 364-Day Credit Agreement were due and payable on April 2, 2021.

Revolving loans under the 364-Day Credit Agreement could be base rate loans, Eurodollar loans, or a combination of both at our election.

Effective February 2021, we terminated the 364-Day Credit Agreement.

There were no borrowings outstanding under the 364-Day Credit Agreement.

We entered into the 364-Day Agreement to augment our access to liquidity due to the macroeconomic conditions existing at the time, and we determined the additional access to liquidity was no longer necessary.

On April 18, 2019, we issued $300 million in 3.125% Senior Notes due April 2024 and $450 million in 3.750% Senior Notes due April 2029 under the 2019 Shelf Registration Statement.

Proceeds from the debt issuance were used to repay a portion of our outstanding commercial paper borrowings, the $250 million in 1.625% Senior Notes due in April 2019 and for other general corporate purposes.

All Senior Notes are subject to an interest rate adjustment if the debt ratings assigned are downgraded (as defined in the agreements).

On March 23, 2021, the Board voted to increase the repurchase authorization by an additional $1.5 billion, which raised the total value of shares authorized to be repurchased to $26.15 billion.

| Debt(1) | | $ | 5,300,000 | ​ | $ | 500,000 | ​ | $ | 1,100,000 | ​ | $ | 1,300,000 | ​ | $ | 2,400,000 |

| Interest payments(2) | ​ | | 911,863 | ​ | ​ | 175,025 | ​ | ​ | 284,488 | ​ | ​ | 214,675 | ​ | ​ | 237,675 |

| Operating leases(3) | ​ | | 3,682,998 | ​ | ​ | 323,245 | ​ | ​ | 672,142 | ​ | ​ | 573,073 | ​ | ​ | 2,114,538 |

| Finance leases(3) | ​ | | 304,499 | ​ | ​ | 91,228 | ​ | ​ | 106,969 | ​ | ​ | 57,922 | ​ | ​ | 48,380 |

| Self-insurance reserves(4) | ​ | | 259,585 | ​ | ​ | 95,263 | ​ | ​ | 87,953 | ​ | ​ | 37,188 | ​ | ​ | 39,181 |

As of August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020] [added: 28, 2021,] no such interest rate swaps were outstanding.

The fair value of our debt was estimated at [removed: $5.683] [added: $5.9] billion as of August [removed: 28, 2021,] [added: 27, 2022,] and [removed: $6.081] [added: $5.7] billion as of August [removed: 29, 2020,] [added: 28, 2021,] based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities.

Such fair value is [removed: greater] [added: less] than the carrying value of debt by [removed: $413.1] [added: $182.8] million and [removed: $567.5] [added: greater than the carrying value of debt by $413.1] million at August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020,] [added: 28, 2021,] respectively, which reflects its face amount, adjusted for any unamortized debt issuance costs and discounts.

We had [removed: no] [added: $603.4 million in] variable rate debt outstanding at August [removed: 28, 2021] [added: 27, 2022] and [added: none in] August [removed: 29, 2020.][added: 28, 2021.]

We had outstanding fixed rate debt of [removed: $5.270] [added: $5.5] billion, net of unamortized debt issuance costs of [removed: $30.2] [added: $31.3] million, at August [removed: 28, 2021,] [added: 27, 2022,] and [removed: $5.513] [added: $5.3] billion, net of unamortized debt issuance costs of [removed: $36.6] [added: $30.2] million, at August [removed: 29, 2020.][added: 28, 2021.]

A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately [removed: $258.3] [added: $230.5] million at August [removed: 28, 2021.][added: 27, 2022.]

The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end [removed: exchange rates was $310.1 million at August 28, 2021 and $293.1 million at August 29, 2020.]

The year-end exchange rates with respect to the Mexican peso [removed: increased by approximately 10%] [added: decreased less than 1.0%] with respect to the U.S. dollar during fiscal [removed: 2021] [added: 2022] and [removed: decreased] [added: increased] by approximately 10% with respect to the U.S. dollar during fiscal [removed: 2020.][added: 2021.]

The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020,] [added: 28, 2021,] would have been approximately [removed: $28.2] [added: $24.6] million and approximately [removed: $26.6] [added: $28.2] million, respectively.

exchange rates was $270.2 million at August 27, 2022 and $310.1 million at August 28, 2021.

AutoZone, Inc. (“AutoZone,” the “Company,” “we,” “our” or “us”) is the leading [removed: retailer,] [added: retailer] and [removed: a leading distributor,] [added: distributor] of automotive replacement parts and accessories in the Americas.

We began operations in 1979 and at August [removed: 28, 2021,] [added: 27, 2022,] operated [removed: 6,051] [added: 6,168] stores in the United States (“U.S.”), [removed: 664] [added: 703] stores in Mexico and [removed: 52] [added: 72] stores in Brazil.

At August [removed: 28, 2021,] [added: 27, 2022,] in [removed: 5,179] [added: 5,342] of our domestic [removed: stores,] [added: stores] we [removed: also] 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.

We [removed: also] sell the ALLDATA brand automotive diagnostic, repair and shop management software through www.alldata.com.

We believe the foundation of our success is our culture, which [added: is rooted in our Pledge and Values and] defines how our employees (“AutoZoners”) take care of [removed: customers.][added: customers and fellow AutoZoners.]

As of August [removed: 28, 2021,] [added: 27, 2022,] we employed approximately [removed: 100,000] [added: 112,000] AutoZoners, approximately 62 percent of whom were employed full-time and the remaining 38 percent were employed part-time.

Included in the above numbers are approximately [removed: 12,000] [added: 14,500] persons employed in our international operations.

Customer Service, taking initiative to prevent incidents and injuries, making contributions to help detect or report internal or external theft or providing significant service to [removed: help others.]

“Embraces Diversity” is one of our Values, and we have made great strides [removed: to lay a proper foundation for] [added: in] our DEI initiatives.

Since then, [removed: four] [added: five] other BRGs now support AutoZoners who share common interests or backgrounds and have a mission to contribute their voices, time and talent to helping AutoZoners succeed and grow in their careers.

At August [removed: 28, 2021,] [added: 27, 2022,] our stores were in the following locations:

| ​ | ​ | [removed: Count] [added: Count] |

| Arkansas | | [removed: 70] [added: 72] |

| Colorado | | [removed: 95] [added: 100] |

| Connecticut | | [removed: 53] [added: 55] |

| Hawaii | | [removed: 11] [added: 12] |

| Maryland | | [removed: 88] [added: 92] |

| Massachusetts | | [removed: 83] [added: 84] |

| Minnesota | | [removed: 60] [added: 61] |

| Nebraska | | [removed: 24] [added: 25] |

| Nevada | | [removed: 66] [added: 67] |

| New Jersey | | [removed: 117] [added: 121] |

| New Mexico | | [removed: 63] [added: 64] |

| New York | | [removed: 211] [added: 212] |

| North Carolina | | [removed: 228] [added: 235] |

| Oregon | | [removed: 53] [added: 55] |

| South Carolina | | [removed: 101] [added: 104] |

| Washington | | [removed: 97] [added: 98] |

| Wisconsin | | [removed: 77] [added: 78] |

| Total Domestic stores | | [removed: 6,051] [added: 6,168] |

| Brazil | | [removed: 52] [added: 72] |

| Total stores | | [removed: 6,767] [added: 6,943] |

[removed: Advanced] [added: We also invest in advanced] leadership training [removed: is an additional area of investment that is used] [added: in order] to deepen bench strength and support succession planning.

As [removed: a] part of [removed: the domestic store] [added: our] program, we offer credit and delivery to our customers, as well as online ordering through www.autozonepro.com or through the AutoZone Pro smartphone application.

Through our hub [added: and mega hub] stores, we offer a greater range of parts and products desired by professional technicians.

| ​ | | [added: 2022 | |] 2021 | | 2020 | | 2019 | | 2018 | [removed: | 2017 |]

| Beginning | | [added: 6,767 | |] 6,549 | | 6,411 | | 6,202 | | 6,029 | [removed: | 5,814 |]

| Sold(1) | | — | | — | | — | | [removed: 26] [added: —] | | [removed: —] [added: 26] |

| New | | [added: 177 | |] 219 | | 138 | | 209 | | 201 | [removed: | 215 |]

| Closed | | 1 | | [removed: —] [added: 1] | | — | | [removed: 2] [added: —] | | [removed: —] [added: 2] |

We seek to be the employer of choice as we compete for talent in our retail stores, field supervision, distribution centers, and store support functions.

We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities and leveraging our business resource groups to support AutoZoners with common interests or backgrounds contribute their voices, time, and talent to helping AutoZoners succeed in their careers.

For additional information, see “Store Operations—Store Personnel and Training” below.

help others.

| Alabama | | 122 |

| Arizona | | 164 |

| California | | 649 |

| Florida | | 414 |

| Georgia | | 211 |

| Illinois | | 246 |

| Indiana | | 162 |

| Kentucky | | 104 |

| Louisiana | | 130 |

| Michigan | | 218 |

| Missouri | | 121 |

| Ohio | | 281 |

| Pennsylvania | | 216 |

| Tennessee | | 179 |

| Texas | | 670 |

| Virginia | | 149 |

| Mexico | | 703 |

_Store Support Centers_

These laws and regulations relate to, among other things, the marketing and sale of products; proper handling and disposal of hazardous materials, particularly in connection with our used oil, oil filter and battery recycling programs; occupational health and safety; environmental matters; labor and employment; employee wages and benefits; information security and data privacy; real property; financial reporting and disclosure; antitrust and fair competition; international trade and transportation, logistics and delivery operations.

For more information, see the Risk Factors titled _“Legal and Regulatory Risks”_ and _“Information Technology, Cybersecurity and Data Privacy Risks”_ in “Part I.

We regard our trademarks, service marks, patents, domain names, trade dress, trade secrets and other intellectual property as critical to our success and important components of our marketing and merchandising strategies.

We have registered several trademarks and service marks in the U.S. Patent and Trademark Office as well as in certain other countries, including without limitation: “AutoZone,” “Get in the Zone,” “Duralast,” “Econocraft,” “ProElite,” “Shop Pro,” “SureBilt,” “TotalPro,” “TruGrade,” “Valucraft,” and “ALLDATA,” along with variations of these trademarks.

Our trademark registrations have various expiration dates; however, assuming that the trademarks are properly maintained and in use, such registrations may typically be renewed indefinitely.

*​*

*​*

Charlie Pleas, III, became Senior Vice President, Finance and Accounting in December, 2021.

_William R.

William R.

He had previously served in this role from October 2015 until his retirement on December 31, 2020.

His career with AutoZone began in 1983, and he has held several key management roles within the Company, including Vice President – Store Operations Support and Vice President – Merchandising, before returning to AutoZone.

In response to the COVID-19 pandemic, we continue to invest in supplies for the protection of our AutoZoners and our customers and increased the frequency of cleaning and disinfecting our stores.

We also provided Emergency Time-Off benefit enhancements for both full-time and part-time AutoZoners and a one-time financial incentive for receiving the COVID-19 vaccine.

As the effects of COVID-19 continue to evolve, we are closely monitoring the changing situation and complying with public health guidance.

| Alabama | | 120 |

| Arizona | | 162 |

| California | | 641 |

| Florida | | 397 |

| Georgia | | 209 |

| Illinois | | 243 |

| Indiana | | 160 |

| Kentucky | | 102 |

| Louisiana | | 129 |

| Michigan | | 214 |

| Missouri | | 120 |

| Ohio | | 277 |

| Pennsylvania | | 211 |

| Tennessee | | 174 |

| Texas | | 652 |

| Virginia | | 146 |

| Mexico | | 664 |

In addition, our growth has provided opportunities for the promotion of qualified AutoZoners.

Some of the more significant regulations include, but are not limited to, regulations governing the disposal of hazardous materials, environmental regulations and occupational health and safety laws.

For example, in connection with our used oil, oil filter and battery recycling programs, our customers may bring hazardous materials onto our property and our employees must abide by appropriate policies and procedures to ensure the safe handling of these materials before a third party takes possession for recycling or disposal.

The terms of our contracts with third party vendors require that they are in compliance with all applicable laws and regulations.

Additionally, as an owner or operator of real property, we may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property.

For more information, see the Risk Factor titled _“Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.”_ in “Part I.

We have registered several service marks and trademarks in the U.S. Patent and Trademark Office as well as in certain other countries, including our service marks: “ALLDATA Collision,” “ALLDATA Diagnostics,” “ALLDATA Shop Manager,” “ALLDATA Tech-Assist,” “AutoZone,” “AutoZone Rewards,” “Do-It-Yourself Doesn’t Mean You Have To Do It Alone,” “Get in the Zone,” “Parts Are Just Part of What We Do,” “ProVantage,” “The Best Parts in Auto Parts,” “Zone” and trademarks: “ALLDATA Manage,” “ALLDATA Mobile,” “ALLDATA Repair,” “AutoZone,” “AutoZone & Design,” “BatteryZone,” “Duralast,” “Duralast Aero Blade,” “Duralast Ceramic Blade,” “Duralast Elite,” “Duralast Flex Blade,” “Duralast Gold,” “Duralast Gold Cmax,” “Duralast GT,” “Duralast Platinum,” “Duralast ProPower,” “Duralast ProPower Plus,” “Duralast ProPower Ultra,” “Duralast ProPower AGM,” “Duralast Max,” “Econocraft,” “Loan-A-Tool,” “ProElite,” “ProElite & Design,” “Shop Pro,” “SureBilt,” “Tougher Through Technology,” “TruGrade,” “Valucraft,” “V & Design” and “Z-net.” We believe that these service marks and trademarks are important components of our marketing and merchandising strategies.

Mark A.

Finestone was named Executive Vice President – Strategy and Innovation in June 2021.

From 2015 to 2021, he was Executive Vice President – Merchandising Supply Chain and Marketing.

From 2008 to 2015, he was Senior Vice President – Merchandising, and from 2002 to 2008, he was Vice President – Merchandising.

Prior to joining AutoZone in 2002, Mr. Finestone worked for May Department Stores for 19 years where he held a variety of leadership roles which included Divisional Vice President – Merchandising.

Newbern, 59—Executive Vice President – International, Information Technology and ALLDATA, Customer Satisfaction

_Seong K.

Seong K.

Previously, Ms. Ohm served as the Group Commercial Development Officer for the Dairy Farm Group.

Ms. Ohm also was the Chief Commercial Officer for Home Plus, the second largest retailer in Korea.

Prior to these roles, she was Senior Vice President – General Merchandise Manager for both Walmart and Sam’s Club and Vice President/Divisional Merchandise Manager – Technology for Walmart Stores, Inc. Ms. Ohm began her career with General Electric.

| For the fiscal year ended August [removed: 28, 2021.] [added: 27, 2022.] | |

[removed: ][added: ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange [removed: Act.◻][added: Act.]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $24,697,255,765.][added: $38,782,778,621.]

The number of shares of Common Stock outstanding as of October [removed: 18, 2021,] [added: 17, 2022,] was [removed: 20,967,962.][added: 18,981,426.]

Portions of the definitive Proxy Statement to be filed within 120 days of August [removed: 28, 2021,] [added: 27, 2022,] pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held December [removed: 15, 2021,] [added: 14, 2022,] are incorporated by reference into Part III.

| [Item 3.](#Item3LegalProceedings_756426) | [Legal Proceedings](#Item3LegalProceedings_756426) | [removed: 24] [added: 23] |

| [Item 4.](#Item4MineSafetyDisclosures_520665) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_520665) | [removed: 24] [added: 23] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 41] [added: 40] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 43] [added: 42] |

| [Item 9.](#Item9ChangesInandDisagreementswithAccoun) | [Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementswithAccoun) | [removed: 77] [added: 74] |

| [Item 9A.](#Item9AControlsandProcedures_188492) | [Controls and Procedures](#Item9AControlsandProcedures_188492) | [removed: 77] [added: 74] |

| [Item 9B.](#Item9BOtherInformation_172860) | [Other Information](#Item9BOtherInformation_172860) | [removed: 77] [added: 74] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 77] [added: 74] |

| [PART III](#PARTIII_203734) | ​ | [removed: 78] [added: 75] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 78] [added: 75] |

| [Item 11.](#Item11ExecutiveCompensation_791654) | [Executive Compensation](#Item11ExecutiveCompensation_791654) | [removed: 78] [added: 75] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 78] [added: 75] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 78] [added: 75] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 78] [added: 75] |

| [PART IV](#PARTIV_397719) | ​ | [removed: 79] [added: 76] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 79] [added: 76] |

| [Item 16.](#Item16Form10KSummary_196381) | [Form 10-K Summary](#Item16Form10KSummary_196381) | [removed: 84] [added: 81] |

These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product [removed: demand;] [added: demand, due to changes in fuel prices, miles driven or otherwise;] energy prices; weather; competition; credit market conditions; cash flows; access to available and feasible financing; future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations; risks associated with self-insurance; war and the prospect of war, including terrorist activity; the impact of public health issues, such as the ongoing global coronavirus (“COVID-19”) pandemic; inflation; the ability to hire, train and retain qualified employees; construction delays; [removed: the compromising] [added: failure or interruption] of [added: our information technology systems; issues relating to the] confidentiality, [removed: availability or] integrity [added: or availability] of information, including due to cyber-attacks; historic growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges in international markets; [removed: failure or interruption of our information technology systems;] origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; impact of tariffs; [removed: anticipated] impact of new accounting standards; and business interruptions.

Certain of these risks and uncertainties are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of this Annual Report on Form 10-K for the year ended August [removed: 28, 2021,] [added: 27, 2022,] 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 [removed: statements, and events described above and in the “Risk Factors” could materially and adversely affect our business.][added: statements.]

Events described above and in the “Risk Factors” could materially and adversely affect our business.

The following table reflects the square footage and number of leased and owned properties for our stores as of August [removed: 28, 2021:][added: 27, 2022:]

We have approximately [removed: 5.9] [added: 6.4] million square feet in distribution centers servicing our stores, of which approximately [removed: 1.8] [added: 1.5] million square feet is leased and the remainder is owned.

Our [removed: 12] [added: 13] distribution centers are located in Arizona, California, Florida, Georgia, Illinois, Ohio, Pennsylvania, Tennessee, Texas, [removed: Washington and] [added: Washington,] two in [removed: Mexico.][added: Mexico and one in Brazil.]

Our [added: primary] International Sourcing Office is located in Shanghai, China.

| Leased | | 3,786 | | 25,063,509 |

| Owned | | 3,157 | | 21,371,930 |

| Total | | 6,943 | | 46,435,439 |

| Leased | | 3,641 | | 23,911,656 |

| Owned | | 3,126 | | 21,145,587 |

| Total | | 6,767 | | 45,057,243 |

The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “AZO.” On October [removed: 18, 2021,] [added: 17, 2022,] there were [removed: 1,936] [added: 1,829] stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.

The program was most recently amended on October [removed: 5, 2021,] [added: 4, 2022,] to increase the repurchase authorization by [removed: $1.5] [added: $2.5] billion, bringing the total value of authorized share repurchases to [removed: $27.65] [added: $33.7] billion.

Shares of common stock repurchased by the Company during the quarter ended August [removed: 28, 2021] [added: 27, 2022] were as follows:

The Company also repurchased, at market value, an additional [removed: 7,611, 8,287] [added: 4,886, 7,611] and [removed: 17,201] [added: 8,287] shares in fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, from employees electing to sell their stock under the Company’s [removed: Sixth] [added: Eighth] Amended and Restated Employee Stock Purchase Plan [removed: (the] [added: (as amended from time to time, the] “Employee Plan”), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone’s common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions.

Under the Employee Plan, [removed: 8,479, 10,525] [added: 6,238, 8,479] and [removed: 11,011] [added: 10,525] shares were sold to employees in fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

At August [removed: 28, 2021, 133,762] [added: 27, 2022, 127,524] shares of common stock were reserved for future issuance under the Employee Plan.

Purchases by executives under the Executive Plan were [removed: 997, 1,204] [added: 709, 997] and [removed: 1,483] [added: 1,204] shares in fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

At August [removed: 28, 2021, 234,364] [added: 27, 2022, 233,655] shares of common stock were reserved for future issuance under the Executive Plan.

The graph below presents changes in the value of AutoZone’s stock as compared to Standard & Poor’s 500 Composite Index (“S&P 500”) and to Standard & Poor’s Retail Index (“S&P Retail Index”) for the five-year period beginning August [removed: 27, 2016] [added: 26, 2017] and ending August [removed: 28, 2021.][added: 27, 2022.]

[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/866787/000155837021013446/azo-20210828x10k002.jpg)][added: ]

| May 8, 2022 to June 4, 2022 | 104,375 | ​ | $ | 1,950.47 | ​ | 104,375 | ​ | $ | 1,853,994,652 |

| June 5, 2022 to July 2, 2022 | 124,813 | ​ | | 2,091.49 | ​ | 124,813 | ​ | ​ | 1,592,949,614 |

| July 3, 2022 to July 30, 2022 | 145,865 | ​ | | 2,158.08 | ​ | 145,865 | ​ | ​ | 1,278,161,281 |

| July 31, 2022 to August 27, 2022 | 98,751 | ​ | ​ | 2,233.73 | ​ | 98,751 | ​ | ​ | 1,057,578,284 |

| Total | 473,804 | ​ | $ | 2,110.57 | ​ | 473,804 | ​ | $ | 1,057,578,284 |

Beginning in the first quarter of fiscal 2021, we restarted our share repurchases under our share repurchase program, which had been temporarily suspended during fiscal 2020 in response to the uncertainty surrounding the COVID-19 pandemic.

We will continue to evaluate current and expected business conditions and adjust the level of share repurchases under our share repurchase program as we deem appropriate.

| May 9, 2021 to June 5, 2021 | 119,391 | ​ | $ | 1,463.82 | ​ | 119,391 | ​ | $ | 1,142,800,316 |

| June 6, 2021 to July 3, 2021 | 179,195 | ​ | | 1,420.00 | ​ | 179,195 | ​ | ​ | 888,343,302 |

| July 4, 2021 to July 31, 2021 | 164,072 | ​ | | 1,580.00 | ​ | 164,072 | ​ | ​ | 629,109,159 |

| August 1, 2021 to August 28, 2021 | 129,802 | ​ | ​ | 1,629.71 | ​ | 129,802 | ​ | ​ | 417,569,204 |

| Total | 592,460 | ​ | $ | 1,519.09 | ​ | 592,460 | ​ | $ | 417,569,204 |

![Chart, line chart

| [Management’s Report on Internal Control Over Financial Reporting](#ManagementsReportonInternalControlOverFi) | [removed: 44] [added: 43] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#Report_Of_Independent)] [added: Firm](#ReportofIndpendentRegistereedPublicAccou)] | [removed: 45] [added: 44] |

| [Consolidated Statements of Income](#AutoZoneIncConsolidatedStatementsofIncom) | [removed: 48] [added: 47] |

| [Consolidated Statements of Comprehensive Income](#AutoZoneIncConsolidatedStatementsofCompr) | [removed: 48] [added: 47] |

| [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_880763) | [removed: 49] [added: 48] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_609202) | [removed: 50] [added: 49] |

| [Consolidated Statements of Stockholders’ Deficit](#StatementsofStockholdersDeficit_845379) | [removed: 51] [added: 50] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_8) | [removed: 52] [added: 51] |

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August [removed: 28, 2021,] [added: 27, 2022,] the end of our fiscal year.

Management based its assessment on criteria established in Internal [removed: Control—Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August [removed: 28, 2021.][added: 27, 2022.]

Our independent registered public accounting firm, Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] audited the effectiveness of our internal control over financial reporting.

Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting as of August [removed: 28, 2021] [added: 27, 2022] is included in this Annual Report on Form 10-K.

Report of Independent [removed: Registered] [added: Registered] Public Accounting Firm

We have audited AutoZone Inc.’s internal control over financial reporting as of August [removed: 28, 2021,] [added: 27, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AutoZone, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August [removed: 28, 2021,] [added: 27, 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020,] [added: 28, 2021,] and the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for each of the three years in the period ended August [removed: 28, 2021,] [added: 27, 2022,] and the related notes and our report dated October [removed: 25, 2021] [added: 24, 2022] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020,] [added: 28, 2021,] the related consolidated statements of income, comprehensive income, stockholders' deficit, and cash flows for each of the three years in the period ended August [removed: 28, 2021,] [added: 27, 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020,] [added: 28, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended August [removed: 28, 2021,] [added: 27, 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August [removed: 28, 2021,] [added: 27, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated October [removed: 25, 2021,] [added: 24, 2022,] expressed an unqualified opinion thereon.

| Description of the Matter | At August [removed: 28, 2021,] [added: 27, 2022,] the Company’s self-insurance reserve estimate was [removed: $284] [added: $264.3] million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers’ compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks. [added: Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve.] |

| [removed: ​ ​ ​ ​ ​ ​] How We Addressed the Matter in Our Audit | [removed: Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve.] We evaluated the design and tested the operating effectiveness of the Company’s controls over the self-insurance reserve process. For example, we tested controls over management’s review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management’s methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company’s reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​ |

| ​ | ​ | August [removed: 28,] [added: 27,] | | ​ | August [removed: 29,] [added: 28,] | | ​ | August [removed: 31,] [added: 29,] | |

| ​ | [removed: ​] | [removed: 2021 |] [added: 2022] | ​ | [removed: 2020 |] [added: 2021] | ​ | [removed: 2019] [added: 2020] | [added: ​] |

| _(in thousands, except per share data)_ | ​ | [removed: (52 weeks)] [added: 2022] | | ​ | [removed: (52 weeks)] [added: 2021] | | ​ | [removed: (53 weeks)] [added: 2020] | |

| Net sales | | $ | [removed: 14,629,585] [added: 16,252,230] | | $ | [removed: 12,631,967] [added: 14,629,585] | | $ | [removed: 11,863,743] [added: 12,631,967] |

| Cost of sales, including warehouse and delivery expenses | ​ | ​ | [removed: 6,911,800] [added: 7,779,580] | ​ | ​ | [removed: 5,861,214] [added: 6,911,800] | ​ | ​ | [removed: 5,498,742] [added: 5,861,214] |

| Gross profit | ​ | ​ | [removed: 7,717,785] [added: 8,472,650] | ​ | | [removed: 6,770,753] [added: 7,717,785] | ​ | | [removed: 6,365,001] [added: 6,770,753] |

| Operating, selling, general and administrative expenses | ​ | ​ | [removed: 4,773,258] [added: 5,201,921] | ​ | ​ | [removed: 4,353,074] [added: 4,773,258] | ​ | ​ | [removed: 4,148,864] [added: 4,353,074] |

| Operating profit | ​ | ​ | [removed: 2,944,527] [added: 3,270,729] | ​ | ​ | [removed: 2,417,679] [added: 2,944,527] | ​ | ​ | [removed: 2,216,137] [added: 2,417,679] |

| Interest expense, net | ​ | ​ | [removed: 195,337] [added: 191,638] | ​ | ​ | [removed: 201,165] [added: 195,337] | ​ | ​ | [removed: 184,804] [added: 201,165] |

| Income before income taxes | ​ | ​ | [removed: 2,749,190] [added: 3,079,091] | ​ | | [removed: 2,216,514] [added: 2,749,190] | ​ | | [removed: 2,031,333] [added: 2,216,514] |

| Income tax expense | ​ | ​ | [removed: 578,876] [added: 649,487] | ​ | ​ | [removed: 483,542] [added: 578,876] | ​ | ​ | [removed: 414,112] [added: 483,542] |

| Net income | ​ | $ | [removed: 2,170,314] [added: 2,429,604] | ​ | $ | [removed: 1,732,972] [added: 2,170,314] | ​ | $ | [removed: 1,617,221] [added: 1,732,972] |

| Weighted average shares for basic earnings per share | ​ | | [removed: 22,237] [added: 20,107] | ​ | | [removed: 23,540] [added: 22,237] | ​ | | [removed: 24,966] [added: 23,540] |

| Effect of dilutive stock equivalents | ​ | ​ | [removed: 562] [added: 626] | ​ | ​ | [removed: 553] [added: 562] | ​ | ​ | [removed: 532] [added: 553] |

| Weighted average shares for diluted earnings per share | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] | ​ | | [removed: 25,498] [added: 24,093] |

| Basic earnings per share | ​ | $ | [removed: 97.60] [added: 120.83] | ​ | $ | [removed: 73.62] [added: 97.60] | ​ | $ | [removed: 64.78] [added: 73.62] |

| Diluted earnings per share | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] | ​ | $ | [removed: 63.43] [added: 71.93] |

| ​ | [added: ​ |] Year Ended | | | | | | | |

| [TABLE OF CONTENTSError! Bookmark not defined.](#_Toc116365601) [PART IError! Bookmark not defined.](#_Toc116365602) [Item 1. BusinessError! Bookmark not defined.](#_Toc116365603) [IntroductionError! Bookmark not defined.](#_Toc116365604) [Human Capital ResourcesError! Bookmark not defined.](#_Toc116365605) [Store OperationsError! Bookmark not defined.](#_Toc116365606) [_Store Formats_Error! Bookmark not defined.](#_Toc116365607) [We believe our stores are “destination stores,” generating their own traffic rather than relying on traffic created by adjacent stores. Therefore, we situate most stores on major thoroughfares with easy access and good parking.Error! Bookmark not defined.](#_Toc116365608) [Store Personnel and TrainingError! Bookmark not defined.](#_Toc116365609) [_Store Support Centers_Error! Bookmark not defined.](#_Toc116365610) [All store support functions are centralized in our store support centers located in Memphis, Tennessee; Monterrey, Mexico; Chihuahua, Mexico and Sao Paulo, Brazil. We believe that this centralization enhances consistent execution of our merchandising and marketing strategies at the store level, while reducing expenses and cost of sales.Error! Bookmark not defined.](#_Toc116365611) [Store AutomationError! Bookmark not defined.](#_Toc116365612) [CommercialError! Bookmark not defined.](#_Toc116365613) [Store DevelopmentError! Bookmark not defined.](#_Toc116365614) [Marketing and Merchandising StrategyError! Bookmark not defined.](#_Toc116365615) [Customer ServiceError! Bookmark not defined.](#_Toc116365616) [MerchandisingError! Bookmark not defined.](#_Toc116365617) [PricingError! Bookmark not defined.](#_Toc116365618) [Brand Marketing: Marketing and LoyaltyError! Bookmark not defined.](#_Toc116365619) [Purchasing and Supply ChainError! Bookmark not defined.](#_Toc116365620) [CompetitionError! Bookmark not defined.](#_Toc116365621) [Government RelationsError! Bookmark not defined.](#_Toc116365622) [Trademarks and PatentsError! Bookmark not defined.](#_Toc116365623) [SeasonalityError! Bookmark not defined.](#_Toc116365624) [AutoZone WebsitesError! Bookmark not defined.](#_Toc116365625) [Information about our Executive OfficersError! Bookmark not defined.](#_Toc116365626) [William C. Rhodes, III, 57—Chairman, President and Chief Executive Officer, Customer Satisfaction](#_Toc116365627)‌[](#_Toc116365627)[Error! Bookmark not defined.](#_Toc116365627) [Preston B. Frazer, 46—Executive Vice President – Store Operations, Commercial and Loss Prevention, Customer SatisfactionError! Bookmark not defined.](#_Toc116365628) [Thomas B. Newbern, 60—Executive Vice President – International, Information Technology and ALLDATA, Customer SatisfactionError! Bookmark not defined.](#_Toc116365629) [Domingo J. Hurtado, 61—Senior Vice President – International, Customer Satisfaction](#_Toc116365630)‌[](#_Toc116365630)[Error! Bookmark not defined.](#_Toc116365630) [Kristen C. Wright, 46—Senior Vice President – General Counsel & Secretary, Customer SatisfactionError! Bookmark not defined.](#_Toc116365631) [Item 1B. Unresolved Staff CommentsError! Bookmark not defined.](#_Toc116365632) [Item 2. PropertiesError! Bookmark not defined.](#_Toc116365633) [Item 3. Legal ProceedingsError! Bookmark not defined.](#_Toc116365634) [Item 4. Mine Safety DisclosuresError! Bookmark not defined.](#_Toc116365635) [PART II](#_Toc116365636)‌[](#_Toc116365636)[24](#_Toc116365636) [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#_Toc116365637)‌[](#_Toc116365637)[24](#_Toc116365637) [Stock Performance Graph](#_Toc116365638)‌[](#_Toc116365638)[25](#_Toc116365638) [Item 6. ReservedError! Bookmark not defined.](#_Toc116365639) [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#_Toc116365640)‌[](#_Toc116365640)[Error! Bookmark not defined.](#_Toc116365640) [Executive SummaryError! Bookmark not defined.](#_Toc116365641) [For fiscal 2022, we achieved record net income of $2.4 billion, an 11.9% increase over the prior year, and sales growth of $1.6 billion, an 11.1% increase over the prior year. Domestic commercial sales increased 26.5%, which represents 28.8% of our domestic auto parts sales. Both our retail sales and commercial sales grew this past year as we made progress on our initiatives aimed at improving our ability to say “Yes” to our customers more frequently and accelerating our commercial growth.Error! Bookmark not defined.](#_Toc116365642) [Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, fuel costs, wage rates, supply chain disruptions, hiring 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.](#_Toc116365643)‌[](#_Toc116365643)[Error! Bookmark not defined.](#_Toc116365643) [Miles DrivenError! Bookmark not defined.](#_Toc116365644) [Seven Year Old or Older VehiclesError! Bookmark not defined.](#_Toc116365645) [Results of OperationsError! Bookmark not defined.](#_Toc116365646) [The following table highlights selected financial information over the past 5 years:](#_Toc116365647)‌[](#_Toc116365647)[Error! Bookmark not defined.](#_Toc116365647) [Fiscal 2022 Compared with Fiscal 2021Error! Bookmark not defined.](#_Toc116365648) [Fiscal 2021 Compared with Fiscal 2020Error! Bookmark not defined.](#_Toc116365649) [Quarterly PeriodsError! Bookmark not defined.](#_Toc116365650) [Liquidity and Capital ResourcesError! Bookmark not defined.](#_Toc116365651) [Debt FacilitiesError! Bookmark not defined.](#_Toc116365652) [Stock RepurchasesError! Bookmark not defined.](#_Toc116365653) [Financial CommitmentsError! Bookmark not defined.](#_Toc116365654) [Reconciliation of Non-GAAP Financial MeasuresError! Bookmark not defined.](#_Toc116365655) [Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtError! Bookmark not defined.](#_Toc116365656) [Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDAR](#_Toc116365657)‌[](#_Toc116365657)[Error! Bookmark not defined.](#_Toc116365657) [_(1)__The fiscal year ended August 31, 2019 consisted of 53 weeks._Error! Bookmark not defined.](#_Toc116365658) [Recent Accounting PronouncementsError! Bookmark not defined.](#_Toc116365659) [Critical Accounting Policies and EstimatesError! Bookmark not defined.](#_Toc116365660) [Self-Insurance ReservesError! Bookmark not defined.](#_Toc116365661) [Income TaxesError! Bookmark not defined.](#_Toc116365662) [Vendor AllowancesError! Bookmark not defined.](#_Toc116365663) [Item 7A. Quantitative and Qualitative Disclosures about Market RiskError! Bookmark not defined.](#_Toc116365664) [Interest Rate RiskError! Bookmark not defined.](#_Toc116365665) [Foreign Currency RiskError! Bookmark not defined.](#_Toc116365666) [Item 8. Financial Statements and Supplementary Data](#_Toc116365667)‌[](#_Toc116365667)[42](#_Toc116365667) [Management’s Report on Internal Control Over Financial ReportingError! Bookmark not defined.](#_Toc116365668) [AutoZone, Inc. Consolidated Statements of IncomeError! Bookmark not defined.](#_Toc116365669) [See Notes to Consolidated Financial Statements.Error! Bookmark not defined.](#_Toc116365670) [See Notes to Consolidated Financial Statements.Error! Bookmark not defined.](#_Toc116365671) [AutoZone, Inc. Consolidated Balance SheetsError! Bookmark not defined.](#_Toc116365672) [See Notes to Consolidated Financial Statements.Error! Bookmark not defined.](#_Toc116365673) [AutoZone, Inc. Consolidated Statements of Cash FlowsError! Bookmark not defined.](#_Toc116365674) [See Notes to Consolidated Financial Statements.Error! Bookmark not defined.](#_Toc116365675) [AutoZone, Inc. Consolidated Statements of Stockholders’ DeficitError! Bookmark not defined.](#_Toc116365676) [See Notes to Consolidated Financial Statements.Error! Bookmark not defined.](#_Toc116365677) [Notes to Consolidated Financial StatementsError! Bookmark not defined.](#_Toc116365678) [Note A – Significant Accounting PoliciesError! Bookmark not defined.](#_Toc116365679) [Cost of SalesError! Bookmark not defined.](#_Toc116365680) [Operating, Selling, General and Administrative ExpensesError! Bookmark not defined.](#_Toc116365681) [Recently Issued Accounting Pronouncements:Error! Bookmark not defined.](#_Toc116365682) [Note B – Share-Based PaymentsError! Bookmark not defined.](#_Toc116365683) [Overview of Share-Based Payment PlansError! Bookmark not defined.](#_Toc116365684) [Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award PlanError! Bookmark not defined.](#_Toc116365685) [AutoZone, Inc. Director Compensation ProgramError! Bookmark not defined.](#_Toc116365686) [Stock OptionsError! Bookmark not defined.](#_Toc116365687) [Restricted Stock UnitsError! Bookmark not defined.](#_Toc116365688) [Stock Appreciation RightsError! Bookmark not defined.](#_Toc116365689) [Employee Stock Purchase Plan and Executive Stock Purchase PlanError! Bookmark not defined.](#_Toc116365690) [Note C – Accrued Expenses and OtherError! Bookmark not defined.](#_Toc116365691) [Note D – Income TaxesError! Bookmark not defined.](#_Toc116365692) [Note E – Fair Value MeasurementsError! Bookmark not defined.](#_Toc116365693) [Marketable Debt Securities Measured at Fair Value on a Recurring BasisError! Bookmark not defined.](#_Toc116365694) [Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisError! Bookmark not defined.](#_Toc116365695) [Financial Instruments not Recognized at Fair ValueError! Bookmark not defined.](#_Toc116365696) [Note F – Marketable Debt SecuritiesError! Bookmark not defined.](#_Toc116365697) [Note G – Accumulated Other Comprehensive LossError! Bookmark not defined.](#_Toc116365698) [_(1)__Foreign currency is shown net of U.S. tax to account for foreign currency impacts of certain undistributed non-U.S. subsidiaries earnings. Other foreign currency is not shown net of additional U.S. tax as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested_Error! Bookmark not defined.](#_Toc116365699) [Note H – Derivative Financial InstrumentsError! Bookmark not defined.](#_Toc116365700) [Note J – Interest ExpenseError! Bookmark not defined.](#_Toc116365701) [Note K – Stock Repurchase ProgramError! Bookmark not defined.](#_Toc116365702) [Note L – 401(k) Savings PlanError! Bookmark not defined.](#_Toc116365703) [Note M – LeasesError! Bookmark not defined.](#_Toc116365704) [Note N – Commitments and ContingenciesError! Bookmark not defined.](#_Toc116365705) [Note O – LitigationError! Bookmark not defined.](#_Toc116365706) [Note P – Segment ReportingError! Bookmark not defined.](#_Toc116365707) [Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](#_Toc116365708)‌[](#_Toc116365708)[Error! Bookmark not defined.](#_Toc116365708) [Item 9A. Controls and ProceduresError! Bookmark not defined.](#_Toc116365709) [Item 9B. Other InformationError! Bookmark not defined.](#_Toc116365710) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsError! Bookmark not defined.](#_Toc116365711) [PART IIIError! Bookmark not defined.](#_Toc116365712) [Item 10. Directors, Executive Officers and Corporate GovernanceError! Bookmark not defined.](#_Toc116365713) [Item 11. Executive CompensationError! Bookmark not defined.](#_Toc116365714) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersError! Bookmark not defined.](#_Toc116365715) [Item 13. Certain Relationships and Related Transactions, and Director Independence](#_Toc116365716)‌[](#_Toc116365716)[Error! Bookmark not defined.](#_Toc116365716) [Item 14. Principal Accounting Fees and ServicesError! Bookmark not defined.](#_Toc116365717) [PART IVError! Bookmark not defined.](#_Toc116365718) [Item 15. Exhibits and Financial Statement Schedules](#_Toc116365719)‌[](#_Toc116365719)[76](#_Toc116365719) [(a) Financial Statements](#_Toc116365720)‌[](#_Toc116365720)[76](#_Toc116365720) [(b)](#_Toc116365721) [](#_Toc116365721)[Exhibits](#_Toc116365721)‌[](#_Toc116365721)[76](#_Toc116365721) [Form of 3.250% Senior Notes due 2025. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 29, 2015.Error! Bookmark not defined.](#_Toc116365722) [Officers’ Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 21, 2016.Error! Bookmark not defined.](#_Toc116365723) [Form 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 21, 2016.Error! Bookmark not defined.](#_Toc116365724) [Officers’ Certificate dated April 18, 2017, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2027. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8K dated April 18, 2017.Error! Bookmark not defined.](#_Toc116365725) [Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2024. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8K dated April 18, 2019.Error! Bookmark not defined.](#_Toc116365726) [Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2029. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8K dated April 18, 2019.Error! Bookmark not defined.](#_Toc116365727) [Form of 3.125% Senior Notes due 2024. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8K dated April 18, 2019.Error! Bookmark not defined.](#_Toc116365728) [Form of 3.750% Senior Notes due 2029. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8K dated April 18, 2019.Error! Bookmark not defined.](#_Toc116365729) [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated March 30, 2020.Error! Bookmark not defined.](#_Toc116365730) [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated March 30, 2020.Error! Bookmark not defined.](#_Toc116365731) [Form of 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated March 30, 2020.Error! Bookmark not defined.](#_Toc116365732) [Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated March 30, 2020.Error! Bookmark not defined.](#_Toc116365733) [Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K dated March 30, 2020.Error! Bookmark not defined.](#_Toc116365734) [Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 14, 2020.Error! Bookmark not defined.](#_Toc116365735) [Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated August 14, 2020.Error! Bookmark not defined.](#_Toc116365736) [Officers’ Certificate dated August 14, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 14, 2020.Error! Bookmark not defined.](#_Toc116365737) [Officers’ Certificate dated August 1, 2022, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.750% Senior Notes due 2032. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8K dated August 1, 2022.Error! Bookmark not defined.](#_Toc116365738) [Form of 4.750% Senior Notes due 2032. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 1, 2022.Error! Bookmark not defined.](#_Toc116365739) [Description of Securities of AutoZone, Inc. Incorporated by reference to Exhibit 4.24 to the Annual Report on Form 10-K dated October 28, 2019.Error! Bookmark not defined.](#_Toc116365740) [AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase Plan. Incorporated by reference to Exhibit A to the definitive proxy statement dated October 24, 2016, for the Annual Meeting of Stockholders held December 14, 2016.Error! Bookmark not defined.](#_Toc116365741) [Item 16. Form 10K SummaryError! Bookmark not defined.](#_Toc116365742) [SIGNATURESError! Bookmark not defined.](#_Toc116365743) ​ | ​ |

October 24, 2022

October 24, 2022

*​*

| _(in thousands)_ | ​ | 2022 | | ​ | 2021 | |

| Cash and cash equivalents | ​ | $ | 264,380 | ​ | $ | 1,171,335 |

| ​ | ​ | | 5,170,419 | ​ | | 4,856,891 |

| ​ | ​ | | 3,476,640 | ​ | | 3,244,005 |

| Total assets | ​ | $ | 15,275,043 | ​ | $ | 14,516,199 |

| Net income | ​ | $ | 2,429,604 | ​ | $ | 2,170,314 | ​ | $ | 1,732,972 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,429,604 | ​ | | — | ​ | | — | ​ | | 2,429,604 |

| Retirement of treasury shares | | (2,484) | ​ | | (25) | ​ | | (292,975) | ​ | | (3,339,842) | ​ | | — | ​ | | 3,632,842 | ​ | | — |

| Balance at August 27, 2022 | | 20,732 | ​ | $ | 207 | ​ | $ | 1,354,252 | ​ | $ | (1,330,067) | ​ | $ | (300,536) | ​ | $ | (3,262,769) | ​ | $ | (3,538,913) |

Due to recent price inflation on the Company’s merchandise purchases, primarily driven by increased freight costs, the Company recorded a LIFO credit reserve balance of $15.0 million at August 27, 2022, which resulted in a non-cash charge to cost of sales.

is relied upon in determining the current portion of these liabilities.

Shipping and handling activities are considered activities to fullfill the order, and therefore are not evaluated as a separate performance oligation.

based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.

common stock equivalents, which are primarily stock options.

In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2021-10, _Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance_, which requires annual disclosures for entities receiving government assistance to provide more transparency.This ASU is effective for fiscal years beginning after December 15, 2021 and will be effective for the Company for fiscal 2023.

Under the 2020 Omnibus Plan, participants may receive equity-based

| Granted | | 164,532 | ​ | ​ | 1,652.86 | | | | ​ | |

| Exercised | | (203,310) | ​ | ​ | 582.42 | | | | ​ | |

| Forfeited/Cancelled | | (30,176) | ​ | ​ | 1,198.93 | | | | ​ | |

| Outstanding – August 27, 2022 | | 1,139,100 | ​ | | 941.28 | | 5.88 | ​ | $ | 1,391,686 |

| Exercisable | | 739,757 | ​ | ​ | 746.60 | ​ | 4.64 | ​ | ​ | 1,047,804 |

| Expected to vest | | 380,857 | ​ | ​ | 1,296.02 | ​ | 8.15 | ​ | ​ | 330,203 |

As of August 27, 2022, total unrecognized share-based compensation expense related to stock options, net of estimated forfeitures, was approximately $59.0 million, before income taxes, and will be recognized over an estimated weighted average period of 2.8 years.

| Granted | | 5,551 | ​ | ​ | 1,740.19 |

| Vested | | (6,572) | ​ | ​ | 1,159.53 |

| Forfeited | | (1,999) | ​ | ​ | 1,149.97 |

| Nonvested at August 27, 2022 | | 12,731 | ​ | $ | 1,223.61 |

| _(in thousands)_ | ​ | 2022 | | ​ | 2021 | |

| ​ | ​ | $ | 1,008,701 | ​ | $ | 1,039,788 |

| US Tax on Non-US Income (GILTI and Subpart F) | ​ | 3.1 | % | 2.8 | % | 3.2 | % |

| Non-US Permanent Differences | ​ | (1.5) | % | (0.4) | % | (0.5) | % |

| Other | | (0.1) | % | (1.1) | % | (2.3) | % |

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

The IRA creates new tax provisions while only three are applicable to the Company: 1) Corporate Alternative Minimum Tax (“CAMT”); 2) Excise Tax on Stock Buybacks; and 3) Increased Investment Tax Credit.

The CAMT will be effective for the Company’s year beginning August 27, 2023, while the excise tax on stock buybacks will be effective for shares repurchased after December 31, 2022.

The Investment Tax Credit for solar assets has increased from 26% to 30% for assets placed in service after December 31, 2021, and before January 1, 2033.

| ​ | ​ |

| --- | --- |

October 25, 2021

​

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| _(in thousands)_ | (52 weeks) | | ​ | (52 weeks) | | ​ | (53 weeks) | |

| ​ | ​ | | 4,856,891 | ​ | | 4,509,221 |

| ​ | ​ | | 3,244,005 | ​ | | 3,102,779 |

| _(in thousands)_ | ​ | ​ | (52 weeks) | ​ | ​ | (52 weeks) | ​ | ​ | (53 weeks) |

| Cash and cash equivalents at beginning of period | ​ | ​ | 1,750,815 | ​ | ​ | 176,300 | ​ | | 217,824 |

| Balance at August 25, 2018 | | 27,530 | ​ | $ | 275 | ​ | $ | 1,155,426 | ​ | $ | (1,208,824) | ​ | $ | (235,805) | ​ | $ | (1,231,427) | ​ | $ | (1,520,355) |

| Cumulative effect of adoption of ASU 2014-09 | | — | ​ | | — | ​ | | — | ​ | | (6,773) | ​ | | — | ​ | | — | ​ | | (6,773) |

| Balance at August 25, 2018, as adjusted | | 27,530 | ​ | | 275 | ​ | | 1,155,426 | ​ | | (1,215,597) | ​ | | (235,805) | ​ | | (1,231,427) | ​ | | (1,527,128) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,617,221 | ​ | | — | ​ | | — | ​ | | 1,617,221 |

| Retirement of treasury shares | | (2,563) | ​ | | (26) | ​ | | (125,442) | ​ | | (1,706,971) | ​ | | — | ​ | | 1,832,439 | ​ | | — |

The difference between LIFO cost and replacement cost, which will be reduced upon experiencing price inflation on the Company’s merchandise purchases, was $335.3 million at August 28, 2021, and $357.0 million at August 29, 2020.

Accordingly, cash flows relating to the settlement of interest rate derivatives hedging the forecasted issuance of debt have been reflected upon settlement as a component of financing cash flows.

Shipping and Handling Costs: The Company does not generally charge customers separately for shipping and handling.

Substantially all the costs the Company incurs to ship products to our stores are included in cost of sales.

In August 2018, the FASB issued ASU 2018-15, _Intangibles – Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract_.

The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

The Company adopted the new guidance on a prospective basis in the first quarter of fiscal 2021.

In June 2016, the FASB issued ASU 2016-13, _Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments_ which was subsequently amended in November 2018 through ASU 2018-19, _Codification Improvements to Topic 326, Financial Instruments Credit Losses._ ASU 2016-13 requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts.

The Company adopted this guidance using the modified retrospective method beginning with its first quarter ended November 21, 2020.

The adoption of this new guidance did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

The Program replaced the 2018 Director Compensation Program.

Non-employee directors may elect to defer receipt of the restricted stock units until their Separation from Service.

As of August 28, 2021, share-based compensation expense for unvested awards not yet recognized in earnings is $52.7 million and will be recognized over a weighted average period of 1.7 years.

| Outstanding – August 29, 2020 | | 1,384,986 | ​ | $ | 677.15 | | | | ​ | |

| Granted | | 202,820 | ​ | | 1,152.54 | | | | ​ | |

| Exercised | | (349,592) | ​ | | 541.80 | | | | ​ | |

| Cancelled | | (30,160) | ​ | | 906.26 | | | | ​ | |

| Exercisable | | 766,453 | ​ | | 669.30 | | 4.68 | ​ | | 673,858 |

| Expected to vest | | 397,441 | ​ | | 1,000.60 | | 8.16 | ​ | | 217,754 |

| Nonvested at August 29, 2020 | | 14,160 | ​ | $ | 910.63 |

| Granted | | 8,064 | ​ | ​ | 1,149.77 |

| Vested | | (5,805) | ​ | | 977.48 |

| Canceled or forfeited | | (668) | ​ | | 976.36 |

As of August [removed: 28, 2021,] [added: 27, 2022,] an evaluation was performed under the supervision and with the participation of AutoZone’s management, including the Chief Executive Officer and the 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 the Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of August [removed: 28, 2021.][added: 27, 2022.]

There were no changes in our internal control over financial reporting that occurred during the quarter ended August [removed: 28, 2021] [added: 27, 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our internal control over financial reporting as of August [removed: 28, 2021] [added: 27, 2022] has been audited by Ernst & Young, LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended August [removed: 28, 2021,] [added: 27, 2022,] as stated in their report included herein, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of August [removed: 28, 2021.][added: 27, 2022.]

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement dated October [removed: 25, 2021,] [added: 24, 2022,] in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement dated October [removed: 25, 2021,] [added: 24, 2022,] in the section entitled “Executive Compensation,” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement dated October [removed: 25, 2021,] [added: 24, 2022,] in the sections entitled “Security Ownership of Management and Board of Directors,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc’s Proxy Statement dated October [removed: 25, 2021,] [added: 24, 2022,] in the sections entitled “Related Party Transactions” and “Corporate Governance Matters – Independence” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement dated October [removed: 25, 2021,] [added: 24, 2022,] in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

| [Reports of Independent Registered Public Accounting [removed: Firm](#Report_Of_Independent)] [added: Firm](#ReportofIndpendentRegistereedPublicAccou)] |

| [Consolidated Statements of Income for the fiscal years ended August [removed: 28, 2021,] [added: 27, 2022,] August [removed: 29, 2020] [added: 28, 2021] and August [removed: 31, 2019](#StatementsofIncome_880869)] [added: 29, 2020](#StatementsofIncome_880869)] |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended August [removed: 28, 2021,] [added: 27, 2022,] August [removed: 29, 2020] [added: 28, 2021] and August [removed: 31, 2019](#StatementsofComprehensiveIncome_464381)] [added: 29, 2020](#StatementsofComprehensiveIncome_464381)] |

| [Consolidated Balance Sheets as of August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020](#ConsolidatedBalanceSheets_880763)] [added: 28, 2021](#ConsolidatedBalanceSheets_880763)] |

| [Consolidated Statements of Cash Flows for the fiscal years ended August [removed: 28, 2021,] [added: 27, 2022,] August [removed: 29, 2020] [added: 28, 2021] and August [removed: 31, 2019](#ConsolidatedStatementsofCashFlows_609202)] [added: 29, 2020](#ConsolidatedStatementsofCashFlows_609202)] |

| [Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August [removed: 28, 2021,] [added: 27, 2022,] August [removed: 29, 2020] [added: 28, 2021] and August [removed: 31, 2019](#StatementsofStockholdersDeficit_845379)] [added: 29, 2020](#StatementsofStockholdersDeficit_845379)] |

| [removed: 4.2] [added: 4.3] | ​ | [Officers’ Certificate dated [removed: April 24,] [added: November 13,] 2012, pursuant to Section 3.2 of the indenture dated August 8, 2003, setting forth the terms of the [removed: 3.700%] [added: 2.875%] Senior Notes due [removed: 2022.] [added: 2023.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: April 24, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512178960/d338812dex41.htm)] [added: November 13, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512467432/d434141dex41.htm)] | |

| [removed: 4.3] [added: 4.15] | ​ | [Form of [removed: 3.700%] [added: 3.125%] Senior Notes due [removed: 2022.] [added: 2024.] Incorporated by reference [removed: from] [added: to Exhibit 4.3 to] the [added: Current Report on] Form 8-K dated April [removed: 24, 2012](https://www.sec.gov/Archives/edgar/data/866787/000119312512178960/d338812dex42.htm).] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex43.htm)] | |

| [removed: 4.4] [added: 4.5] | ​ | [Officers’ Certificate dated [removed: November 13, 2012,] [added: April 29, 2013,] pursuant to Section 3.2 of the indenture dated August 8, 2003, setting forth the terms of the [removed: 2.875%] [added: 3.125%] Senior Notes due 2023. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: November 13, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512467432/d434141dex41.htm)] [added: April 29, 2013.](https://www.sec.gov/Archives/edgar/data/866787/000119312513182203/d527187dex41.htm)] | |

| [removed: 4.5] [added: 4.4] | ​ | [Form of 2.875% Senior Notes due 2023. Incorporated by reference [removed: from] [added: to Exhibit 4.2 to] the [added: Current Report on] Form 8-K dated November 13, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512467432/d434141dex42.htm) | |

| [removed: 4.6] [added: 4.13] | ​ | [Officers’ Certificate dated April [removed: 29, 2013,] [added: 18, 2019,] pursuant to Section 3.2 of the [removed: indenture] [added: Indenture] dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due [removed: 2023.] [added: 2024.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April [removed: 29, 2013.](https://www.sec.gov/Archives/edgar/data/866787/000119312513182203/d527187dex41.htm)] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex41.htm)] | |

| [removed: 4.7] [added: 4.6] | ​ | [Form of 3.125% Senior Notes due 2023. Incorporated by reference to Exhibit 4.2 to the [added: Current Report on] Form 8-K dated April 29, 2013.](https://www.sec.gov/Archives/edgar/data/866787/000119312513182203/d527187dex42.htm) | |

| [removed: 4.8] [added: 4.7] | ​ | [Officers’ Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 2.500%] [added: 3.250%] Senior Notes due [removed: 2021.] [added: 2025.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated April 29, [removed: 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex41.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex42.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex41.htm)] | |

| [removed: 4.9] [added: 4.8] | ​ | [Form of [removed: 2.500%] [added: 3.250%] Senior Notes [removed: dated 2021.] [added: due 2025.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K dated April 29, [removed: 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex43.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex44.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex43.htm)] | |

| [removed: 4.10] [added: 4.9] | ​ | [Officers’ Certificate dated April [removed: 29, 2015,] [added: 21, 2016,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.250%] [added: 3.125%] Senior Notes due [removed: 2025.] [added: 2026.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April [removed: 29, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex42.htm)] [added: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex42.htm)] | |

| [removed: 4.11] [added: 4.10] | ​ [added: ​] | [Form [removed: of 3.250%] [added: 3.125%] Senior Notes due [removed: 2025.] [added: 2026.] Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April [removed: 29, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex44.htm)] [added: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex44.htm)] | |

| [removed: 4.12] [added: 4.14] | ​ | [Officers’ Certificate dated April [removed: 21, 2016,] [added: 18, 2019,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.125%] [added: 3.750%] Senior Notes due [removed: 2026.] [added: 2029.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April [removed: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex42.htm)] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] | |

| [removed: 4.13] [added: 4.16] | ​ | [Form [removed: 3.125%] [added: of 3.750%] Senior Notes due [removed: 2026.] [added: 2029.] Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April [removed: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex44.htm)] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] | |

| [removed: 4.14] [added: 4.11] | ​ | [Officers’ Certificate dated April 18, 2017, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2027. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex41.htm) | |

| [removed: 4.15] [added: 4.12] | ​ | [Form of 3.750% Senior Notes due 2027. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex42.htm) | |

| [removed: 4.16] [added: 4.24] | ​ | [Officers’ Certificate dated [removed: April 18, 2019,] [added: August 14, 2020,] pursuant to Section 3.2 of the [removed: Indenture] [added: Indenture,] dated August 8, 2003, setting forth the terms of the [removed: 3.125%] [added: 1.650%] Senior Notes due [removed: 2024.] [added: 2031.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex41.htm) |] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] |

| 4.17 | ​ | [Officers’ Certificate dated [removed: April 18, 2019,] [added: March 30, 2020,] pursuant to Section 3.2 of the [removed: Indenture] [added: Indenture,] dated August 8, 2003, setting forth the terms of the [removed: 3.750%] [added: 3.625%] Senior Notes due [removed: 2029.] [added: 2025.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] [added: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-1.htm)] | |

| [removed: 4.18] [added: 4.19] | ​ | [Form of [removed: 3.125%] [added: 3.625%] Senior Notes due [removed: 2024.] [added: 2025.] Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex43.htm)] [added: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-3.htm)] | |

| [removed: 4.19] [added: 4.20] | ​ | [Form of [removed: 3.750%] [added: 4.000%] Senior Notes due [removed: 2029.] [added: 2030.] Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] [added: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-4.htm)] | |

| [removed: 4.20] [added: 4.18] | ​ | [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated [removed: March 30, 2020,] [added: August 8, 2003,] setting forth the terms of the [removed: 3.625%] [added: 4.000%] Senior Notes due [removed: 2025.] [added: 2030.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated March 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-1.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm)] | |

| 4.21 | ​ | [removed: [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated March 30, 2020, setting forth the terms] [added: [Form] of [removed: the] 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit [removed: 4.2] [added: 4.5] to the Current Report on Form 8-K dated March 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-5.htm)] | |

| [removed: 4.22] [added: 4.23] | ​ | [Form of [removed: 3.625% Note] [added: 1.650% Senior Notes] due [removed: 2025.] [added: 2031.] Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-3.htm)] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] |

| [removed: 4.23] [added: 4.22] | ​ | [Form of [removed: 4.000% Note] [added: 1.650% Senior Notes] due [removed: 2030.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-4.htm)] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm)] |

| [removed: 4.24] [added: 4.26] | ​ | [Form of [removed: 4.000% Note] [added: 4.750% Senior Notes] due [removed: 2030.] [added: 2032.] Incorporated by reference to Exhibit [removed: 4.5] [added: 4.2] to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-5.htm) ​] [added: August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm)] |

| [removed: 4.27] [added: 4.25] | ​ | [Officers’ Certificate dated August [removed: 14, 2020,] [added: 1, 2022,] pursuant to Section 3.2 of the [removed: Indenture,] [added: Indenture] dated August [removed: 14, 2020,] [added: 8, 2003,] setting forth the terms of the [removed: 1.650%] [added: 4.750%] Senior Notes due [removed: 2031.] [added: 2032.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August [removed: 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] [added: 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-1.htm)] |

| [removed: 4.28] [added: 4.27] | ​ | [Description of Securities of AutoZone, Inc. Incorporated by reference to Exhibit 4.24 to the Annual Report on Form 10-K dated October 28, 2019.](https://www.sec.gov/Archives/edgar/data/0000866787/000119312519276201/d771460dex424.htm) |

| [removed: *10.4] [added: *10.19] | ​ | [AutoZone, Inc. [removed: 2006] [added: Sixth Amended and Restated Executive] Stock [removed: Option] [added: Purchase] Plan. Incorporated by reference to [removed: Appendix] [added: Exhibit] A to the definitive proxy statement dated October [removed: 25, 2006,] [added: 24, 2016,] for the Annual Meeting of Stockholders held December [removed: 13, 2006.](https://www.sec.gov/Archives/edgar/data/866787/000114420406043601/v055389_def14a.htm)] [added: 14, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516745119/d265642ddef14a.htm)] |

| [removed: *10.5] [added: *10.11] | ​ | [Form of Stock Option [removed: Agreement.] [added: Agreement under the 2011 Equity Incentive Award Plan for officers effective September 27, 2011.] Incorporated by reference to Exhibit [removed: 10.26] [added: 10.37] to the Annual Report on Form 10-K for the fiscal year ended August [removed: 25, 2007.](https://www.sec.gov/Archives/edgar/data/866787/000114420407055597/v090225_ex10-26.htm)] [added: 27, 2011.](https://www.sec.gov/Archives/edgar/data/866787/000095012311091540/c22621exv10w37.htm)] |

| [removed: *10.6] [added: *10.4] | ​ | [Amended and Restated AutoZone, Inc. 2003 Director Compensation Plan. Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K dated January 4, 2008.](https://www.sec.gov/Archives/edgar/data/866787/000095014408000027/g11234exv99w2.htm) |

| [removed: *10.7] [added: *10.6] | ​ | [removed: [Form of non-compete and non-solicitation agreement for Section 16 executive officers and by] [added: [Agreement dated February 14, 2008, between] AutoZone, Inc. [added: and William C. Rhodes, III.] Incorporated by reference to Exhibit [removed: 99.2] [added: 99.4] to the Current Report on Form 8-K dated February 15, [removed: 2008.](https://www.sec.gov/Archives/edgar/data/866787/000117184308000125/exh_992.htm)] [added: 2008.](https://www.sec.gov/Archives/edgar/data/866787/000117184308000125/exh_994.htm)] |

| [removed: *10.9] [added: *10.7] | ​ | [AutoZone, Inc. 2015 Executive Incentive Compensation Plan incorporated by reference to Exhibit A to the definitive proxy statement dated October 27, 2014, for the Annual Meeting of Stockholders held December 18, 2014.](https://www.sec.gov/Archives/edgar/data/866787/000119312514383286/d805018ddef14a.htm) |

| [removed: *10.10] [added: *10.8 ​] | ​ | [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.](https://www.sec.gov/Archives/edgar/data/866787/000095012310095681/g24927def14a.htm) |

| [removed: *10.11] [added: *10.9] | ​ | [Form of [removed: Stock Option] [added: Letter] Agreement [removed: under the 2006] [added: dated as of December 14, 2010, amending certain] Stock Option [removed: Plan, effective September 2010.] [added: Agreements of executive officers.] Incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Quarterly Report on Form 10-Q dated December 16, [removed: 2010.](https://www.sec.gov/Archives/edgar/data/866787/000095012310114309/c09345exv10w2.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/866787/000095012310114309/c09345exv10w4.htm)] |

| [removed: *10.12] [added: *10.13] | ​ | [Form of Stock Option Agreement under the [removed: 2006 Stock Option] [added: 2011 Equity Incentive Award] Plan for certain executive [removed: officers,] [added: officers] effective September [removed: 2010.] [added: 27, 2011.] Incorporated by reference to Exhibit [removed: 10.3] [added: 10.38] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q dated December 16, 2010.](https://www.sec.gov/Archives/edgar/data/866787/000095012310114309/c09345exv10w3.htm)] [added: 10-K for the fiscal year ended August 27, 2011.](https://www.sec.gov/Archives/edgar/data/866787/000095012311091540/c22621exv10w38.htm)] |

| [removed: *10.13] [added: *10.10] | ​ | [Form of [removed: Letter Agreement dated as of December 14, 2010, amending certain] Stock Option [removed: Agreements of executive officers.] [added: Agreement under the 2011 Equity Incentive Award Plan.] Incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Quarterly Report on Form 10-Q dated [removed: December 16, 2010.](https://www.sec.gov/Archives/edgar/data/866787/000095012310114309/c09345exv10w4.htm)] [added: March 17, 2011.](https://www.sec.gov/Archives/edgar/data/866787/000095012311026402/c12604exv10w2.htm)] |