AutoZone (AZO) 10-K risk factor changes: FY2023 vs FY2022

| ● | rising fuel and energy prices. Increases in 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 [removed: gasoline] [added: fuel] and other energy costs and may drive their vehicles less, resulting in less wear and tear and lower demand for repairs and maintenance. |

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

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

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

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

We have increased our store count in the past five fiscal years, growing from [removed: 6,029] [added: 6,202] stores at August [removed: 26, 2017,] [added: 25, 2018,] to [removed: 6,943] [added: 7,140] stores at August [removed: 27, 2022,] [added: 26, 2023,] a compounded annual growth rate of three percent.

Additionally, we have increased annual revenues in the past five fiscal years from [removed: $10.9] [added: $11.2] billion in fiscal [removed: 2017] [added: 2018] to [removed: $16.3] [added: $17.5] billion in fiscal [removed: 2022,] [added: 2023,] with a compounded annual growth rate of [removed: eight] [added: nine] percent.

We open new stores only after evaluating customer buying trends and market demand/needs, all of which could be adversely affected by persistent unemployment, wage cuts, small business [removed: failures and] [added: failures,] microeconomic conditions unique to the automotive [removed: industry.][added: industry and our ability to expand into international markets.]

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

Although we believe we compete effectively in the commercial market on the basis of customer service, merchandise quality, selection and availability, price, [added: delivery times,] product warranty, distribution locations and the strength of our AutoZone brand name, trademarks and service marks, some automotive aftermarket participants have been in business for substantially longer periods of time than we have, and as a result have developed long-term customer relationships and have large available inventories.

Our business depends upon hiring, training and retaining qualified [removed: employees.][added: employees, including members of management and other key personnel.]

We believe much of our brand value lies in the quality of the approximately [removed: 112,000] [added: 119,000] AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.

Further, our labor costs could [removed: increase] [added: 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.

If we do not maintain competitive wages or benefit packages, our customer service could suffer due to a declining quality of our [removed: workforce] [added: workforce,] or, alternatively, our earnings could decrease if we increase our wage rates.

Events that give rise to actual, potential or perceived product safety concerns could expose us to government enforcement action or private litigation, result in [removed: costly product recalls and other liabilities and lead to reputational harm and loss of customer confidence.]

If [removed: we experience transitions with] any of our significant [removed: vendors, or if they] [added: vendors] experience financial [removed: difficulties] [added: difficulties, business disruptions] or [removed: 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.

A disruption to our supply chain [removed: and] [added: or] 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 [removed: centers] [added: centers, our ability to attract and retain qualified drivers, costs associated with maintaining] or [removed: may be the result of] [added: operating our fleet or] macroeconomic conditions impacting the broader supply chain industry at large.

[removed: Risks] [added: We are subject to risks] associated with products sourced outside the U.S.

We directly imported approximately [removed: 15%] [added: 16%] of our purchases in fiscal [removed: 2022,] [added: 2023,] 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, [added: foreign trade policies, trade sanctions, import limitations on certain types of goods or of goods containing certain materials from other countries, port labor agreements,] 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.

As we or our domestic vendors increase [removed: our imports] [added: the importation] of merchandise [added: or components] from foreign vendors, [removed: the risks associated with] these [removed: imports will also] [added: risks are likely to] increase.

Accomplishing [removed: our new and existing] store [added: development and] expansion goals will depend upon a number of factors, including the ability to [removed: partner with developers] [added: identify] and [removed: landlords to] obtain suitable sites for new and expanded stores [added: in a timely manner and] at acceptable costs, the hiring and training of qualified personnel and the integration of new stores into existing operations.

[removed: There can be no assurance we will be able to] achieve our store expansion goals, manage our growth effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably.

Our expansion into international markets may be adversely affected by local laws and customs, U.S. laws applicable to foreign operations, and political and socio-economic [removed: conditions.][added: conditions as well as our general ability to compete effectively and provide superior customer service regardless of distance, language and cultural differences.]

Risks inherent in international operations also include potential adverse tax consequences, potential changes to trade policies and trade agreements, compliance with the Foreign Corrupt Practices Act and local anti-bribery and anti-corruption laws, greater difficulty in [added: obtaining and] enforcing intellectual property rights, challenges to identify and gain access to local suppliers, and possibly misjudging the response of consumers in foreign countries to our product assortment and marketing strategy.

Business interruptions including war or acts of terrorism, political or civil unrest, unusual or severe weather conditions [removed: (including due to the impacts of climate change or otherwise)] such as hurricanes, tornadoes, windstorms, fires, earthquakes and floods, public health crises and other disasters or the threat of any of them, may negatively impact the hours and operations of our stores, distribution centers, store support centers or sourcing offices; may negatively impact our supply chain and distribution network; and may impede our ability to source quality merchandise domestically and outside of the U.S. on favorable terms.

Our failure to protect our [added: brand and] reputation could have [removed: a material] [added: an] adverse effect on our [removed: brand name] [added: relationships with our customers, employees, suppliers, vendors] and [added: other stakeholders, thereby negatively impacting sales and] profitability.

We believe our continued strong sales growth is driven in significant part by our AutoZone and private label brand [removed: names.][added: names and our positive reputation with customers, employees, suppliers, vendors and other stakeholders.]

The value in our brand names and [added: reputation, and] their continued effectiveness in driving our sales growth is dependent to a significant degree on our ability to maintain our reputation for safety, high product quality, friendliness, WOW!

[removed: Any negative publicity about these or other areas involving our business, including] [added: Further,] our [added: actual or perceived] response or lack [removed: thereof] [added: of response] to [removed: external events involving civil unrest, social justice, and political] [added: social, political, environmental or other sensitive] issues, whether or not based in fact, could damage our reputation and may result in reduced demand for our merchandise.

[removed: The increasing use of technology also poses a risk as customers] [added: Customers] are [removed: able to quickly compare products and prices and use] [added: also increasingly using] social media to provide feedback [added: and information about our Company, our products and services] in a manner that is rapidly and broadly disseminated.

Our brand and reputation could be negatively impacted if negative sentiment about the Company, whether or not based on fact, is shared [removed: over social media.][added: and distributed in such a manner.]

As a result, we or our service providers [removed: could experience, and on occasion] have [removed: experienced,] [added: experienced and are likely to again experience] one or more errors, interruptions, delays or cessations of service impacting the integrity or availability of our information technology infrastructure.

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 [removed: acquiring new systems with new functionality.]

Our business, like that of most retailers, involves the collection, processing, storage and transmission of [added: large amounts of] personal information relating to our customers, suppliers and AutoZoners and confidential business information relating to AutoZone or other parties with which we do business.

While addressing vulnerabilities is a priority for us, the methods used to obtain unauthorized access are constantly evolving, increasing in frequency and sophistication, and [removed: may] [added: can] be difficult to anticipate or detect for long periods of time.

[removed: There can be no assurance that the] [added: The] security measures we or our third-party service providers and vendors have in place today [removed: or introduce] in [removed: the future in] an effort to keep up with growing and evolving risks [removed: will] [added: do not always] prevent or mitigate the impact of a cyber incident or provide us with sufficient visibility to determine if a cyber incident has [removed: occurred.][added: occurred, and there can be no assurance that such measures we introduce in the future will be sufficiently effective either.]

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 [added: on] our business and financial condition.

While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past [removed: attempted,] [added: gained access] and [added: exfiltrated data, and] will continue to [removed: attempt,] [added: attempt] to [removed: gain access to, or disrupt the effectiveness of, these systems and data] [added: do so] as the result of a cyber-attack, employee misconduct, employee error, system [added: vulnerabilities or] compromises, fraud, hacking, phishing attempts, malware, ransomware, other malicious codes or other intentional or unintentional acts.

Further, the National Labor Relations Board (NLRB) has issued decisions making it easier for employees to organize.

Our future success depends on the skills and experience of our management and other key personnel.

The unexpected loss of the services of any such persons could adversely affect our operations.

There can be no assurance that our succession planning, retention or hiring efforts will be successful.

Failure to attract and retain qualified personnel in key roles could adversely affect our operations.

costly product recalls and other liabilities and lead to reputational harm and loss of customer confidence.

There can be no assurance we will be able to

Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our brand and reputation, undermine our customers’ confidence in us, reduce demand for our products and services, affect our ability to recruit and retain employees, attract regulatory scrutiny, and impact our relationships with suppliers and vendors.

acquiring new systems with new functionality.

practices and processes that are not advantageous to our business, and otherwise limit our ability to use data to provide a more personalized customer experience or as otherwise desired.

These laws may change over time and may differ

We may be unable to achieve the goals and aspirations set forth in our environmental, social and governance (ESG) report, particularly with respect to the reduction of greenhouse gas (GHG) emissions, or otherwise meet the expectations of our stakeholders with respect to ESG matters.

We have announced certain aspirations and goals related to ESG matters, such as plans to reduce certain GHG emissions over time.

Achievement of these aspirations, targets, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control.

These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components.

It is possible that we may be unsuccessful in the achievement of our ESG goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive.

Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals.

A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, or we may lose shareholder support.

Certain challenges we face in the achievement of our ESG

objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this report.

​

In addition, the foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, import limitations on certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade and port labor agreements are beyond our control.

For example, in connection with the COVID-19 pandemic, public reports indicated there was a spike in cybersecurity attacks as shelter-in-place orders and work-from-home measures led businesses to increase reliance on virtual environments and communications systems, which had been the subject of increasing third-party vulnerabilities and security risks.

Our reputation may be adversely affected if we are not able to achieve our Environmental, Social, and Governance (ESG) goals.

We began operations in 1979 and at August [removed: 27, 2022,] [added: 26, 2023,] operated [removed: 6,168] [added: 6,300] stores in the U.S., [removed: 703] [added: 740] stores in Mexico and [removed: 72] [added: 100] stores in Brazil.

Each store carries an extensive product line for cars, sport utility vehicles, vans and light [added: duty] trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products.

At August [removed: 27, 2022,] [added: 26, 2023,] in [removed: 5,342] [added: 5,682] of our domestic [removed: stores,] [added: stores as well as the vast majority of our stores in Mexico and Brazil,] we [removed: also] had a commercial sales program that [removed: provides] [added: provided] commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service [removed: stations] [added: stations, fleet owners] and [removed: public sector] [added: other] accounts.

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

[removed: Additionally, we] [added: We also] sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com.

For fiscal [removed: 2022,] [added: 2023,] we achieved record net income of [removed: $2.4] [added: $2.5] billion, [removed: an 11.9%] [added: a 4.1%] increase over the prior year, and sales growth of [removed: $1.6] [added: $1.2] billion, [removed: an 11.1%] [added: a 7.4%] increase over the prior year.

[removed: Both our] [added: Our] retail sales and commercial sales [added: in our domestic and international markets] grew this past year as we made progress on our initiatives aimed at improving our ability to say “Yes” to our customers more [removed: frequently and accelerating our commercial growth.][added: frequently.]

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

We have also experienced continued [removed: accelerated] pressure on [added: average hourly] wages in the U.S. during fiscal [removed: 2022.][added: 2023.]

During fiscal [removed: 2022,] [added: 2023,] failure and maintenance related categories represented the largest portion of our sales mix, at approximately [removed: 84%] [added: 85%] of total 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 see a slight decrease in mix of sales of the discretionary category and a slight increase in the [removed: maintence] [added: maintenance] category compared to last year.

[removed: During the periods of minimal] correlation between net sales and miles driven, we believe net sales have been positively impacted by other factors, including macroeconomic factors and the number of seven year old or older vehicles on the road.

Since the beginning of the fiscal year and through July [removed: 2022 (latest publicly available information),] [added: 2023] miles driven in the U.S. increased by [removed: 4.6%] [added: 1.3%] compared to the same period in the prior [removed: year.][added: year based on the latest information available from the U.S. Department of Transportation.]

[removed: We estimate] [added: According to the U.S. Department of Transportation – Federal Highway Administration,] vehicles are driven an average of approximately [removed: 12,500] [added: 13,500] miles each year.

In seven years, the average miles driven equates to approximately [removed: 87,500] [added: 94,500] miles.

Our experience is that at this point in a vehicle’s life, most vehicles are not covered by warranties and increased maintenance [removed: is] [added: and repairs are] needed to keep the vehicle operating.

According to the latest data provided by the Auto Care Association, as of January 1, [removed: 2022,] [added: 2023,] the average age of light vehicles on the road was [removed: 12.2] [added: 12.5] years and these vehicles account for more than 40% of U.S. vehicles.

The average age of light vehicles has exceeded [removed: 11] [added: 12] years since 2012.

| _(in thousands, except per share data, same store sales and selected operating data)_ | | [added: 2023 | | |] 2022 | | | 2021(1) | | | 2020(1) | | | 2019(2)(3) | | | [removed: 2018(3) | | |]

| Net sales | ​ | $ | [removed: 16,252,230] [added: 17,457,209] | ​ | $ | [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] | ​ |

| Cost of sales, including warehouse and delivery expenses | ​ | | [removed: 7,779,580] [added: 8,386,787] | ​ | | [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] | ​ |

| Gross profit | ​ | | [removed: 8,472,650] [added: 9,070,422] | ​ | | [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] | ​ |

| Operating, selling, general and administrative expenses | ​ | | [removed: 5,201,921] [added: 5,596,436] | ​ | | [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] | ​ |

| Operating profit | ​ | | [removed: 3,270,729] [added: 3,473,986] | ​ | | [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] | ​ |

| Interest expense, net | ​ | | [removed: 191,638] [added: 306,372] | ​ | | [removed: 195,337] [added: 191,638] | ​ | | [removed: 201,165] [added: 195,337] | ​ | | [removed: 184,804] [added: 201,165] | ​ | | [removed: 174,527] [added: 184,804] | ​ |

| Income before income taxes | ​ | | [removed: 3,079,091] [added: 3,167,614] | ​ | | [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] | ​ |

| Income tax expense(4) | ​ | | [removed: 649,487] [added: 639,188] | ​ | | [removed: 578,876] [added: 649,487] | ​ | | [removed: 483,542] [added: 578,876] | ​ | | [removed: 414,112] [added: 483,542] | ​ | | [removed: 298,793] [added: 414,112] | ​ |

| Net income(4) | ​ | $ | [removed: 2,429,604] [added: 2,528,426] | ​ | $ | [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] | ​ |

| Diluted earnings per share(4) | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] | ​ | $ | [removed: 63.43] [added: 71.93] | ​ | $ | [removed: 48.77] [added: 63.43] | ​ |

| Weighted average shares for diluted earnings per share(4) | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] | ​ | | [removed: 25,498] [added: 24,093] | ​ | | [removed: 27,424] [added: 25,498] | ​ |

| Same Store Sales | ​ | | | ​ | | [added: ​] | ​ | | | ​ | | | ​ | | | ​ |

| Increase in domestic comparable store net sales(5) | ​ | | [removed: 8.4] [added: 3.4] | % | | [removed: 13.6] [added: 8.4] | % | | [removed: 7.4] [added: 13.6] | % | [added: ​] | [removed: 3.0] [added: 7.4] | % | [added: ​] | [removed: 1.8] [added: 3.0] | % |

| Current assets | ​ | $ | [removed: 6,627,984] [added: 6,779,426] | ​ | $ | [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] | ​ |

| Operating lease right-of-use assets(6) | ​ | ​ | [removed: 2,918,817] [added: 2,998,097] | ​ | ​ | [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)(12)] [added: (deficit)(7)] | ​ | | [removed: (1,960,409)] [added: (1,732,430)] | ​ | | [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)] | ​ |

| Total assets | ​ | | [removed: 15,275,043] [added: 15,985,878] | ​ | | [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] | ​ |

| Current liabilities | ​ | | [removed: 8,588,393] [added: 8,511,856] | ​ | | [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] | ​ |

| Debt | ​ | | [removed: 6,122,092] [added: 7,668,549] | ​ | | [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] | ​ |

| Finance lease liabilities, less current portion(6) | ​ | | [removed: 217,428] [added: 200,702] | ​ | | [removed: 186,122] [added: 217,428] | ​ | | [removed: 155,855] [added: 186,122] | ​ | | [removed: 123,659] [added: 155,855] | ​ | | [removed: 102,013] [added: 123,659] | ​ |

| Operating lease liabilities, less current portion(6) | ​ | ​ | [removed: 2,837,973] [added: 2,917,046] | ​ | ​ | [removed: 2,632,842] [added: 2,837,973] | ​ | ​ | [removed: 2,501,560] [added: 2,632,842] | ​ | ​ | [removed: —] [added: 2,501,560] | ​ | ​ | — | ​ |

During the periods of minimal

| Increase in international comparable store net sales(5) | ​ | ​ | 29.3 | % | ​ | 19.1 | % | ​ | 22.5 | % | ​ | (2.8) | % | ​ | 4.6 | % |

| Increase in international comparable store net sales (constant currency)(5) | ​ | ​ | 17.5 | % | ​ | 19.2 | % | ​ | 20.7 | % | ​ | 4.7 | % | ​ | 7.2 | % |

| Increase in total company comparable store net sales(5) | ​ | ​ | 5.6 | % | ​ | 9.2 | % | ​ | 14.3 | % | ​ | 6.6 | % | ​ | 3.2 | % |

| Increase in total company comparable store net sales (constant currency)(5) | ​ | ​ | 4.6 | % | ​ | 9.2 | % | ​ | 14.1 | % | ​ | 7.2 | % | ​ | 3.4 | % |

| Closed stores | ​ | | 1 | ​ | | 1 | ​ | | 1 | ​ | | — | ​ | | — | ​ |

| Relocated stores | ​ | | 12 | ​ | | 13 | ​ | | 12 | ​ | | 5 | ​ | | 2 | ​ |

| Total Company Store Data | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.

| (7) | _Inclusive of excise tax of $23.7 million for the year ended August 26, 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022. During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021._ |

Same store sales, or sales for our domestic and international stores open at least one year, are as follows:

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

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

| *​* | ​ | ​ | | Constant Currency (1) | | | ​ | ​ | | Constant Currency (1) | | |

| *​* | 2023 | | ​ | 2023 | | ​ | 2022 | | ​ | 2022 | | ​ |

| Domestic | ​ | 3.4 | % | ​ | 3.4 | % | ​ | 8.4 | % | ​ | 8.4 | % |

| International | | 29.3 | % | | 17.5 | % | | 19.1 | % | | 19.2 | % |

| Total Company | | 5.6 | % | | 4.6 | % | | 9.2 | % | | 9.2 | % |

| (1) | _Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate._ |

The deleverage in gross margin was impacted by a non-cash LIFO charge of $44.0 million in fiscal 2023 versus a $15.0 million charge in fiscal 2022.

The fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income; the fourth quarter of fiscal year 2022 represented 32.9% of annual sales and 33.3%

On November 15, 2022, we amended the Revolving Credit Agreement, extending the termination date by one year.

On July 17, 2023, we repaid the $500 million 3.125% Senior Notes due July 2023.

On January 17, 2023, we repaid the $300 million 2.875% Senior Notes due January 2023.

On January 27, 2023 we issued $450 million in 4.500% Senior Notes due February 2028 and $550 million in 4.750% Senior Notes due February 2033 under the 2022 Shelf Registration Statement.

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

The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.

| Debt(1) | | $ | 7,709,600 | ​ | $ | 1,509,600 | ​ | $ | 1,750,000 | ​ | $ | 1,050,000 | ​ | $ | 3,400,000 |

| Interest payments(2) | ​ | | 1,468,738 | ​ | ​ | 252,600 | ​ | ​ | 455,325 | ​ | ​ | 321,125 | ​ | ​ | 439,688 |

| Operating leases(3) | ​ | | 4,097,510 | ​ | ​ | 372,849 | ​ | ​ | 781,663 | ​ | ​ | 682,165 | ​ | ​ | 2,260,833 |

| Finance leases(3) | ​ | | 319,186 | ​ | ​ | 88,284 | ​ | ​ | 143,106 | ​ | ​ | 44,568 | ​ | ​ | 43,228 |

| Self-insurance reserves(4) | ​ | | 279,407 | ​ | ​ | 96,795 | ​ | ​ | 95,288 | ​ | ​ | 38,757 | ​ | ​ | 48,567 |

| Other(5) | ​ | ​ | 9,326 | ​ | ​ | 9,326 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | $ | 14,082,693 | ​ | $ | 2,528,380 | ​ | $ | 3,225,382 | ​ | $ | 2,136,615 | ​ | $ | 6,192,316 |

| (5) | _Represents commitments to make additional capital contributions to certain tax credit equity investments upon achievement of project milestones._ |

| ​ | ​ | $ | 177,029 |

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

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

| ​ | Fiscal Year Ended August | | | | | | | | | | | | | | ​ |

We also have commercial programs in all stores in Mexico and Brazil.

Domestic commercial sales increased 26.5%, which represents 28.8% of our domestic auto parts sales.

During fiscal 2022, the average price per gallon of unleaded gasoline in the U.S. was $3.83, compared to $2.62 during fiscal 2021.

We believe this increase is due to the nation returning to pre-pandemic levels, but we are unable to predict if this increase will continue, due to rising fuel prices, general macroeconomic conditions, or otherwise, or the extent of the impact it will have on our business.

Additionally, there is increased demand for used vehicles as a result of new vehicle inventory shortages.

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

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

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

| Sold locations(7) | ​ | | — | ​ | | — | ​ | | — | ​ | | — | ​ | | 26 | ​ |

| Closed locations | ​ | | 1 | ​ | | 1 | ​ | | — | ​ | | — | ​ | | 2 | ​ |

| Relocated locations | ​ | | 13 | ​ | | 12 | ​ | | 5 | ​ | | 2 | ​ | | 7 | ​ |

*(3)* _Fiscal 2018 was negatively impacted by pension termination charges of $130.3 million (pre-tax) recognized in the fourth quarter and asset impairments of $193.2 million (pre-tax) recognized in the second quarter of fiscal 2018.

*(7)* _26 IMC branches were sold on April 4, 2018._

*(9)* _After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases).

For fiscal 2018, after-tax operating profit was adjusted for impairment charges, pension termination charges and the impact of the revaluation of deferred tax liabilities, net of repatriation tax.

For fiscal 2018, net income was adjusted for impairment charges and pension termination charges before tax impact.

*(11)* _Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases.

The decrease in gross margin was primarily driven by the initiatives to accelerate growth in our commercial business.

The increase in operating expenses as a percentage of sales was driven by strong sales growth and a decrease in pandemic related expenses.

On August 14, 2020, we issued $600 million in 1.650% Senior Notes due January 2031 under our automatic shelf registration statement on Form S-3, filed with the SEC on April 4, 2019 (File No. 333-230719) (the “2019 Shelf Registration Statement”).

The 2019 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 openings, stock repurchases and acquisitions.

Proceeds from the debt issuance were used for general corporate purposes, including the repayment of the $500 million in 4.000% Senior Notes due in November 2020 that were callable at par in August 2020.

the comparable prior year end.

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

The increase in purchases of treasury stock for fiscal 2021 compared to fiscal 2020 was due to the temporary suspension of the share repurchase program during fiscal 2020 in order to preserve cash as a result of the uncertainty related to the pandemic.

Purchases under the program resumed beginning in the first quarter of fiscal 2022.

On October 4, 2022, the Board voted to authorize the repurchase of an additional $2.5 billion of our common stock in connection with our ongoing share repurchase program.

Since the inception of the repurchase program in 1998, the Board has authorized $33.7 billion in share repurchases.

| 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 |

| (1) | _During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to COVID-19._ |

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

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

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

| Impairment before tax | ​ | | — | ​ | | — | ​ | | — | ​ | | — | ​ | | 193,162 | ​ |

As of August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] no such interest rate swaps were outstanding.

The fair value of our debt was estimated at [removed: $5.9] [added: $7.3] billion as of August [removed: 27, 2022,] [added: 26, 2023,] and [removed: $5.7] [added: $5.9] billion as of August [removed: 28, 2021,] [added: 27, 2022,] 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 less than the carrying value of debt by [removed: $182.8] [added: $406.6] million and [removed: greater than the carrying value of debt by $413.1] [added: $182.8] million at August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] respectively, which reflects its face amount, adjusted for any unamortized debt issuance costs and discounts.

We had [removed: $603.4 million] [added: $1.2 billion] in variable rate debt outstanding at August [removed: 27, 2022] [added: 26, 2023] and [removed: none] [added: $603.4 million] in August [removed: 28, 2021.][added: 27, 2022.]

We had outstanding fixed rate debt of [removed: $5.5] [added: $6.5] billion, net of unamortized debt issuance costs of [removed: $31.3] [added: $41.1] million, at August [removed: 27, 2022,] [added: 26, 2023,] and [removed: $5.3] [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.]

A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately [removed: $230.5] [added: $264.7] million at August [removed: 27, 2022.][added: 26, 2023.]

The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end [added: exchange rates was $409.8 million at August 26, 2023 and $270.2 million at August 27, 2022.]

The year-end exchange rates with respect to the Mexican peso [removed: decreased less than 1.0%] [added: increased by 15.7%] with respect to the U.S. dollar during fiscal [removed: 2022] [added: 2023] and [removed: increased] [added: decreased] by [removed: approximately 10%] [added: less than 1.0%] with respect to the U.S. dollar during fiscal [removed: 2021.][added: 2022.]

[removed: 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: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] would have been approximately [removed: $24.6] [added: $37.3] million and approximately [removed: $28.2] [added: $24.6] million, respectively.

The potential loss in value

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

We began operations in 1979 and at August [removed: 27, 2022,] [added: 26, 2023,] operated [removed: 6,168] [added: 6,300] stores in the United States (“U.S.”), [removed: 703] [added: 740] stores in Mexico and [removed: 72] [added: 100] stores in Brazil.

Each store carries an extensive product line for cars, sport utility vehicles, vans and light [added: duty] trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products.

At August [removed: 27, 2022,] [added: 26, 2023,] in [removed: 5,342] [added: 5,682] of our domestic stores [added: as well as the vast majority of our stores in Mexico and Brazil,] we had a commercial sales program that [removed: provides] [added: provided] commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service [removed: stations] [added: stations, fleet owners] and [removed: public sector] [added: other] accounts.

[removed: We] [added: Additionally, we] sell the ALLDATA brand [added: of] automotive diagnostic, [removed: repair] [added: repair, collision] and shop management software through www.alldata.com.

[removed: Additionally, we] [added: We also] sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com.

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 [removed: with common interests or backgrounds] [added: across the organization] contribute their voices, time, and talent to helping [added: other] AutoZoners succeed in their careers.

As of August [removed: 27, 2022,] [added: 26, 2023,] we employed approximately [removed: 112,000] [added: 119,000] AutoZoners, approximately [removed: 62] [added: 60] percent of whom were employed full-time and the remaining [removed: 38] [added: 40] percent were employed part-time.

About [removed: 90] [added: 91] percent of our AutoZoners were employed in stores or in direct field supervision, approximately 6 percent in distribution centers and approximately [removed: 4] [added: 3] percent in store support and other functions.

Included in the above numbers are approximately [removed: 14,500 persons] [added: 15,500 AutoZoners] employed in our international operations.

While many of our AutoZoners follow more traditional career paths (e.g., part-time to full-time sales, store manager, district manager, regional manager, vice president), we encourage cross-functional development and support of AutoZoners as they expand their career into other departments and fields of [removed: interest.][added: interest within the Company.]

Many members of our senior leadership team have held positions in [removed: two or more] [added: multiple] areas of the business.

We also invest in advanced leadership training in order to deepen [added: our] bench strength and support succession planning.

For additional information, see “Store Operations—Store Personnel [added: Training] and [removed: Training”] [added: Incentives”] below.

We encourage the recognition of AutoZoners for a variety of accomplishments, such as going above and [removed: beyond to deliver Trustworthy Advice and WOW!]

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 [added: help others.]

With the oversight and support of a cross-functional Diversity Council and DEI Steering Committee, our DEI efforts influence and inform many parts of our human capital management [removed: function] [added: efforts] including talent acquisition, retention, professional development and workforce management.

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

Additional information about our human capital resources can be found in our most recent [removed: Corporate] [added: Environmental,] Social [removed: Responsibility (“CSR”)] [added: & Governance (“ESG”)] Report, which is available on our website.

Our [removed: CSR] [added: ESG] Report is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference into [added: this or] any of our other filings with the Securities and Exchange Commission (“the SEC”).

At August [removed: 27, 2022,] [added: 26, 2023] our stores were in the following locations:

| Arkansas | | [removed: 72] [added: 73] |

| Connecticut | | [removed: 55] [added: 58] |

| Delaware | | [removed: 17] [added: 20] |

| Idaho | | [removed: 32] [added: 33] |

| Iowa | | [removed: 36] [added: 37] |

| Kansas | | [removed: 54] [added: 55] |

| Maryland | | [removed: 92] [added: 93] |

| Massachusetts | | [removed: 84] [added: 88] |

| Minnesota | | [removed: 61] [added: 63] |

| Nevada | | [removed: 67] [added: 70] |

| New Jersey | | [removed: 121] [added: 124] |

| North Carolina | | [removed: 235] [added: 241] |

| Oklahoma | | [removed: 85] [added: 87] |

| Oregon | | [removed: 55] [added: 57] |

| Puerto Rico | | [removed: 50] [added: 51] |

| South Carolina | | [removed: 104] [added: 107] |

| Washington | | [removed: 98] [added: 100] |

| Total Domestic stores | | [removed: 6,168] [added: 6,300] |

| Brazil | | [removed: 72] [added: 100] |

| Total stores | | [removed: 6,943] [added: 7,140] |

beyond to deliver Trustworthy Advice and WOW!

| Alabama | | 123 |

| Arizona | | 165 |

| California | | 658 |

| Colorado | | 102 |

| Florida | | 430 |

| Georgia | | 214 |

| Illinois | | 248 |

| Indiana | | 164 |

| Kentucky | | 105 |

| Louisiana | | 132 |

| Michigan | | 221 |

| Missouri | | 122 |

| Ohio | | 288 |

| Pennsylvania | | 228 |

| Tennessee | | 183 |

| Texas | | 693 |

| Virginia | | 153 |

| Mexico | | 740 |

In addition, we have offices in Shanghai, China and Haryana, India that provide sourcing, technology or other support functions.

| Stores: | | | | | | | | | | |

Additionally, we have offices in Shanghai, China, Haryana, India and Istanbul, Turkey to support our global sourcing efforts.

Additionally, we have two mega hubs in Mexico.

As previously announced, Mr. Rhodes has notified the Board of his intention to relinquish his roles as President and Chief Executive Officer, effective January 2024, and the Board intends to appoint Mr. Rhodes to the role of Executive Chairman at such time.

Daniele III, 54—CEO-Elect, Customer Satisfaction_

Daniele III was named CEO-Elect in June 2023.

Previously Mr. Daniele had served as Executive Vice President – Merchandising, Marketing and Supply Chain from June 2021 to September 2023.

The Board of Directors intends to appoint Mr. Daniele to the role of Chief Executive Officer and also appoint him to serve on the

Board in January 2024.

Jamere Jackson was named Chief Financial Officer in January 2021 and, in that capacity, leads the Finance and Store Development teams.

Mr. Jackson also held the title of Executive Vice President from January 2021 until his promotion in September 2023.

Prior to 2014, Mr. Jackson held a variety of leadership roles at General Electric Company, including Vice President and Chief Financial Officer of a division of General Electric Oil and Gas.

Newbern, 61—Chief Operating Officer, Customer Satisfaction

Newbern was named Chief Operating Officer in September 2023.

Since March 2023, Mr. Newbern served as Executive Vice President Operations, Sales and Technology.

Mr. Newbern began his career with AutoZone in 1985.

Previously, Mr. Hackney served as Senior Vice President, Merchandising, since rejoining the Company in October 2022 after a brief retirement.

Jennifer M.

Jenna M.

Prior to joining AutoZone, Ms. Bedsole was a partner with the law firm of Baker, Donelson, Bearman, Caldwell and Berkowitz P.C. since 2011, where she chaired the Labor and Employment practice group.

We also have commercial programs in all stores in Mexico and Brazil.

*​*

help others.

| Alabama | | 122 |

| Arizona | | 164 |

| California | | 649 |

| Colorado | | 100 |

| 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 |

We believe our stores are “destination stores,” generating their own traffic rather than relying on traffic created by adjacent stores.

| Locations: | | | | | | | | | | |

| Sold(1) | | — | | — | | — | | — | | 26 |

| (1) | _26 Interamerican Motor Corporation (“IMC”) branches sold on April 4, 2018._ |

| --- | --- |

Additionally, we have an office in Shanghai, China to support our sourcing efforts in Asia.

Mr. Rhodes is a member of the Board of Directors for Dollar General Corporation.

Jamere Jackson joined AutoZone on September 13, 2020 as Executive Vice President and Chief Financial Officer.

Prior to 2014, he held a variety of leadership roles at General Electric Company.

Frazer was named Executive Vice President – Store Operations, Commercial and Loss Prevention in June 2021.

Newbern, 60—Executive Vice President – International, Information Technology and ALLDATA, Customer Satisfaction

Newbern was named Executive Vice President – International, Information Technology and ALLDATA in June 2021.

From 2012 to 2013, he was Senior Vice President – Store Operations and Store Development.

He was also Vice President – Replenishment from 2003 to 2013.

McGee was named Senior Vice President – Commercial in June 2021.

Prior to that, he was Vice President and Controller since 2003.

Previously, he was Vice President – Accounting since 2000, and Director of General Accounting since 1996.

Kristen C.

She previously held the title of Vice President – Assistant General Counsel & Assistant Secretary since January 2012.

[removed: Item 103 of Regulation S-K requires disclosure of certain] [added: Additionally, we are not involved in any] environmental [removed: matters when] [added: proceeding in which] a governmental authority is a [removed: party to the proceedings] [added: party,] and such [removed: proceedings involve] [added: proceeding involves] potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.

We are involved in various other legal proceedings incidental to the conduct of our business, including, but not limited to, [removed: several lawsuits containing class-action allegations in which the plaintiffs are current and former hourly] [added: claims] and [removed: salaried employees who allege various] [added: allegations related to] wage and hour [removed: violations and] [added: violations,] unlawful [removed: termination practices.][added: termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance.]

Applying this threshold, there are no environmental matters to disclose for this period.

| For the fiscal year ended August [removed: 27, 2022.] [added: 26, 2023.] | |

[removed: ][added: ]

Registrant’s telephone number, including area [removed: code :] [added: code:] (901) 495-6500

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: $38,782,778,621.][added: $46,248,303,523.]

The number of shares of Common Stock outstanding as of October [removed: 17, 2022,] [added: 16, 2023,] was [removed: 18,981,426.][added: 17,683,418.]

Portions of the definitive Proxy Statement to be filed within 120 days of August [removed: 27, 2022,] [added: 26, 2023,] pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held December [removed: 14, 2022,] [added: 20, 2023,] are incorporated by reference into Part III.

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

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

| [Item 6.](#Reserved) | [Reserved](#Reserved) | [removed: 25] [added: 26] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 26] [added: 27] |

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

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

| [Item 9.](#Item9ChangesInandDisagreementswithAccoun) | [Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementswithAccoun) | [removed: 74] [added: 76] |

| [Item 9A.](#Item9AControlsandProcedures_188492) | [Controls and Procedures](#Item9AControlsandProcedures_188492) | [removed: 74] [added: 76] |

| [Item 9B.](#Item9BOtherInformation_172860) | [Other Information](#Item9BOtherInformation_172860) | [removed: 74] [added: 76] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 74] [added: 76] |

| [PART III](#PARTIII_203734) | ​ | [removed: 75] [added: 77] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 75] [added: 77] |

| [Item 11.](#Item11ExecutiveCompensation_791654) | [Executive Compensation](#Item11ExecutiveCompensation_791654) | [removed: 75] [added: 77] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 75] [added: 77] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 75] [added: 77] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 75] [added: 77] |

| [PART IV](#PARTIV_397719) | ​ | [removed: 76] [added: 78] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 76] [added: 78] |

| [Item 16.](#Item16Form10KSummary_196381) | [Form 10-K Summary](#Item16Form10KSummary_196381) | [removed: 81] [added: 83] |

These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product demand, due to changes in fuel prices, miles driven or otherwise; energy prices; [removed: weather;] [added: weather, including extreme temperatures, natural disasters and general weather conditions;] competition; credit market conditions; cash flows; access to available and feasible [removed: financing;] [added: financing on favorable terms;] 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 [removed: issues, such as the ongoing global coronavirus (“COVID-19”) pandemic;] [added: issues; inflation, including wage] inflation; the ability to hire, train and retain qualified [removed: employees;] [added: employees, including members of management and other key personnel;] construction delays; failure or interruption of our information technology systems; issues relating to the confidentiality, integrity or availability of information, including due to cyber-attacks; historic growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges [added: associated with doing business] in [added: and expanding into] international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; impact of tariffs; impact of new accounting standards; [added: our ability to execute our growth initiatives;] and [added: other] 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: 27, 2022,] [added: 26, 2023,] and these Risk Factors should be read carefully.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

The following table reflects the square footage and number of leased and owned properties for our stores as of August [removed: 27, 2022:][added: 26, 2023:]

We have approximately [removed: 6.4] [added: 6.9] million square feet in distribution centers servicing our stores, of which approximately [removed: 1.5] [added: 2.0] million square feet is leased and the remainder is owned.

Our primary store support center is located in Memphis, Tennessee, and consists of approximately [removed: 320,000] [added: 325,000] square feet.

The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material [added: individually or] in the aggregate.

| Leased | | 3,931 | | 26,158,259 |

| Owned | | 3,209 | | 21,741,090 |

| Total | | 7,140 | | 47,899,349 |

We have 11 distribution centers located throughout the U.S., two in Mexico, and one in Brazil.

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

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

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

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

The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “AZO.” On October [removed: 17, 2022,] [added: 16, 2023,] there were [removed: 1,829] [added: 1,703] stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.

Shares of common stock repurchased by the Company during the quarter ended August [removed: 27, 2022] [added: 26, 2023] were as follows:

| Period | Total Number of Shares Purchased | ​ | ​ | Average Price Paid per Share [added: (1)] | ​ | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | ​ | ​ | Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs |

The Company also repurchased, at market value, an additional [removed: 4,886, 7,611] [added: 4,886] and [removed: 8,287] [added: 7,611] shares in fiscal years [removed: 2022, 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, from employees electing to sell their stock under the Company’s Eighth Amended and Restated Employee Stock Purchase Plan (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: 6,238, 8,479] [added: 5,183, 6,238] and [removed: 10,525] [added: 8,479] shares were sold to employees in fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

At August [removed: 27, 2022, 127,524] [added: 26, 2023, 122,341] shares of common stock were reserved for future issuance under the Employee Plan.

Purchases by executives under the Executive Plan were [removed: 709, 997] [added: 689, 709] and [removed: 1,204] [added: 997] shares in fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

At August [removed: 27, 2022, 233,655] [added: 26, 2023, 232,966] 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: 26, 2017] [added: 25, 2018] and ending August [removed: 27, 2022.][added: 26, 2023.]

[removed: ][added: ]

On June 14, 2023, the Board of Directors authorized the repurchase of an additional $2.0 billion of the Company’s common stock, bringing the total value of authorized share repurchases to $35.7 billion.

| May 7, 2023 to June 3, 2023 | 86,678 | ​ | $ | 2,560.49 | ​ | 86,678 | ​ | $ | 621,625,545 |

| June 4, 2023 to July 1, 2023 | 94,541 | ​ | | 2,416.71 | ​ | 94,541 | ​ | ​ | 2,393,147,061 |

| July 2, 2023 to July 29, 2023 | 107,560 | ​ | | 2,532.00 | ​ | 107,560 | ​ | ​ | 2,120,805,558 |

| July 30, 2023 to August 26, 2023 | 114,620 | ​ | ​ | 2,499.71 | ​ | 114,620 | ​ | ​ | 1,834,288,894 |

| Total | 403,399 | ​ | $ | 2,501.93 | ​ | 403,399 | ​ | $ | 1,834,288,894 |

| (1) | _Average price per share includes excise tax assessed at one percent of the fair market value of net stock repurchases._ |

| --- | --- |

*​*

Our ability to pay dividends is subject to limitations imposed by Nevada law.

The program was most recently amended on October 4, 2022, to increase the repurchase authorization by $2.5 billion, bringing the total value of authorized share repurchases to $33.7 billion.

| 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 |

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

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

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

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

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

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

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

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

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August [removed: 27, 2022,] [added: 26, 2023,] the end of our fiscal year.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August [removed: 27, 2022.][added: 26, 2023.]

Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting as of August [removed: 27, 2022] [added: 26, 2023] is included in this Annual Report on Form 10-K.

We have audited [removed: AutoZone] [added: AutoZone,] Inc.’s internal control over financial reporting as of August [removed: 27, 2022,] [added: 26, 2023,] 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: 27, 2022,] [added: 26, 2023,] 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: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] 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: 27, 2022,] [added: 26, 2023,] and the related notes and our report dated October 24, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] 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: 27, 2022,] [added: 26, 2023,] 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: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021,] [added: 27, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended August [removed: 27, 2022,] [added: 26, 2023,] 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: 27, 2022,] [added: 26, 2023,] 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 24, [removed: 2022,] [added: 2023,] expressed an unqualified opinion thereon.

| Description of the Matter | At August [removed: 27, 2022,] [added: 26, 2023,] the Company’s self-insurance reserve estimate was [removed: $264.3] [added: $268.8] 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. 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. |

| ​ | ​ | August [removed: 27,] [added: 26,] | | ​ | August [removed: 28,] [added: 27,] | | ​ | August [removed: 29,] [added: 28,] | |

| _(in thousands, except per share data)_ | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Net sales | | $ | [removed: 16,252,230] [added: 17,457,209] | | $ | [removed: 14,629,585] [added: 16,252,230] | | $ | [removed: 12,631,967] [added: 14,629,585] |

| Cost of sales, including warehouse and delivery expenses | ​ | ​ | [removed: 7,779,580] [added: 8,386,787] | ​ | ​ | [removed: 6,911,800] [added: 7,779,580] | ​ | ​ | [removed: 5,861,214] [added: 6,911,800] |

| Gross profit | ​ | ​ | [removed: 8,472,650] [added: 9,070,422] | ​ | | [removed: 7,717,785] [added: 8,472,650] | ​ | | [removed: 6,770,753] [added: 7,717,785] |

| Operating, selling, general and administrative expenses | ​ | ​ | [removed: 5,201,921] [added: 5,596,436] | ​ | ​ | [removed: 4,773,258] [added: 5,201,921] | ​ | ​ | [removed: 4,353,074] [added: 4,773,258] |

| Operating profit | ​ | ​ | [removed: 3,270,729] [added: 3,473,986] | ​ | ​ | [removed: 2,944,527] [added: 3,270,729] | ​ | ​ | [removed: 2,417,679] [added: 2,944,527] |

| Interest expense, net | ​ | ​ | [removed: 191,638] [added: 306,372] | ​ | ​ | [removed: 195,337] [added: 191,638] | ​ | ​ | [removed: 201,165] [added: 195,337] |

| Income before income taxes | ​ | ​ | [removed: 3,079,091] [added: 3,167,614] | ​ | | [removed: 2,749,190] [added: 3,079,091] | ​ | | [removed: 2,216,514] [added: 2,749,190] |

| Income tax expense | ​ | ​ | [removed: 649,487] [added: 639,188] | ​ | ​ | [removed: 578,876] [added: 649,487] | ​ | ​ | [removed: 483,542] [added: 578,876] |

| Net income | ​ | $ | [removed: 2,429,604] [added: 2,528,426] | ​ | $ | [removed: 2,170,314] [added: 2,429,604] | ​ | $ | [removed: 1,732,972] [added: 2,170,314] |

| Weighted average shares for basic earnings per share | ​ | | [removed: 20,107] [added: 18,510] | ​ | | [removed: 22,237] [added: 20,107] | ​ | | [removed: 23,540] [added: 22,237] |

| Effect of dilutive stock equivalents | ​ | ​ | [removed: 626] [added: 593] | ​ | ​ | [removed: 562] [added: 626] | ​ | ​ | [removed: 553] [added: 562] |

| Weighted average shares for diluted earnings per share | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] |

| Basic earnings per share | ​ | $ | [removed: 120.83] [added: 136.60] | ​ | $ | [removed: 97.60] [added: 120.83] | ​ | $ | [removed: 73.62] [added: 97.60] |

| Diluted earnings per share | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] |

[removed: See] [added: _See] Notes to Consolidated Financial [removed: Statements.][added: Statements._]

| ​ | ​ | August [removed: 27,] [added: 26,] | | ​ | August [removed: 28,] [added: 27,] | | ​ | August [removed: 29,] [added: 28,] | |

| _(in thousands)_ | | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Other comprehensive [removed: income (loss):] [added: income:] | ​ | | | ​ | | | ​ | | |

| Foreign currency translation adjustments | ​ | | [removed: 7,448] [added: 103,633] | ​ | | [removed: 44,683] [added: 7,448] | ​ | | [removed: (66,723)] [added: 44,683] |

| Unrealized [removed: (losses)] gains [added: (losses)] on marketable debt securities, net of taxes | ​ | | [removed: (2,760)] [added: 320] | ​ | | [removed: (1,256)] [added: (2,760)] | ​ | | [removed: 1,254] [added: (1,256)] |

October 24, 2023

October 24, 2023

| Net income | ​ | $ | 2,528,426 | ​ | $ | 2,429,604 | ​ | $ | 2,170,314 |

| _(in thousands)_ | ​ | 2023 | | ​ | 2022 | |

| Cash and cash equivalents | ​ | $ | 277,054 | ​ | $ | 264,380 |

| ​ | ​ | | 5,596,548 | ​ | | 5,170,419 |

| Total long-term assets | ​ | | 3,609,904 | ​ | | 3,476,640 |

| Total assets | ​ | $ | 15,985,878 | ​ | $ | 15,275,043 |

| Net income | ​ | $ | 2,528,426 | ​ | $ | 2,429,604 | ​ | $ | 2,170,314 |

| Other non-cash charges | ​ | ​ | 44,000 | ​ | ​ | 15,000 | ​ | | — |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,528,426 | ​ | | — | ​ | | — | ​ | | 2,528,426 |

| Retirement of treasury shares | | (2,051) | ​ | | (20) | ​ | | (143,440) | ​ | | (4,157,637) | ​ | | — | ​ | | 4,301,097 | ​ | | — |

| Balance at August 26, 2023 | | 18,936 | ​ | $ | 189 | ​ | $ | 1,484,992 | ​ | $ | (2,959,278) | ​ | $ | (190,836) | ​ | $ | (2,684,961) | ​ | $ | (4,349,894) |

| (1) | _Inclusive of excise tax of_ _$23.7_ _million for the year ended August 26, 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022._ |

As of August 26, 2023, the Company had commitments to make certain additional capital contributions to one of its tax credit funds totaling $9.3 million.

Increases to the Company’s LIFO credit reserve balance are recorded as a non-cash charge to cost of sales and decreases are recorded as a non-cash benefit to cost of sales.

Recently Adopted Accounting Pronouncements

This ASU is effective for fiscal years beginning after December 15, 2021.

The Company adopted this ASU with its first quarter ended November 19, 2022 on a prospective basis.

In September 2022, the FASB issued ASU 2022-04, _Liabilities – Supplier Finance Programs (Subtopic 405-50)_.

This ASU requires buyers in a supplier finance program to disclose sufficient qualitative and quantitative information about the program to allow a reader of the financial statements to understand the program’s nature, activity during the period, changes from period to period and the program’s potential magnitude.

This ASU is effective for all companies for fiscal years beginning after December 15, 2022, including interim periods within those years, and requires retrospective adoption.

Early adoption is permitted.

The Company expects to adopt this standard beginning with its first quarter ending November 18, 2023.

The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

The following table presents the weighted average

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Granted | | 161,510 | ​ | ​ | 2,218.35 | | | | ​ | |

| Exercised | | (242,920) | ​ | ​ | 708.46 | | | | ​ | |

| Forfeited/Cancelled | | (30,102) | ​ | ​ | 1,504.17 | | | | ​ | |

| Outstanding – August 26, 2023 | | 1,027,588 | ​ | | 1,180.39 | | 5.97 | ​ | $ | 1,308,493 |

| Exercisable | | 651,032 | ​ | ​ | 862.98 | ​ | 4.71 | ​ | ​ | 1,035,417 |

| Expected to vest | | 359,109 | ​ | ​ | 1,719.64 | ​ | 8.13 | ​ | ​ | 263,838 |

| Granted | | 3,584 | ​ | ​ | 2,267.41 |

| Vested | | (6,643) | ​ | ​ | 1,276.36 |

| Forfeited | | (1,539) | ​ | ​ | 1,581.25 |

| Nonvested at August 26, 2023 | | 8,133 | ​ | $ | 1,572.87 |

| _(in thousands)_ | ​ | 2023 | | ​ | 2022 | |

| ​ | ​ | $ | 1,000,841 | ​ | $ | 1,008,701 |

| _(in thousands)_ | ​ | 2023 | | ​ | 2022 | |

| [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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Cash and cash equivalents at beginning of period | ​ | ​ | 1,171,335 | ​ | ​ | 1,750,815 | ​ | | 176,300 |

| Balance at August 31, 2019 | | 25,445 | ​ | $ | 254 | ​ | $ | 1,264,448 | ​ | $ | (1,305,347) | ​ | $ | (269,322) | ​ | $ | (1,403,884) | ​ | $ | (1,713,851) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,732,972 | ​ | | — | ​ | | — | ​ | | 1,732,972 |

| Retirement of treasury shares | | (1,912) | ​ | | (19) | ​ | | (99,686) | ​ | | (1,878,595) | ​ | | — | ​ | | 1,978,300 | ​ | | — |

The Company also had commercial programs in all stores in Mexico and Brazil.

Due to historical price deflation on the Company’s merchandise purchases prior to the current fiscal year, the Company had previously exhausted its LIFO credit reserve balance.

As the Company’s policy is to not write up inventory in excess of replacement cost, the difference between LIFO cost and replacement cost was disclosed at $335.3 million at August 28, 2021.

The Company offers diagnostic and repair information software used in the automotive repair industry through ALLDATA.

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Outstanding – August 28, 2021 | | 1,208,054 | ​ | $ | 790.41 | | ​ | ​ | ​ | ​ |

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

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

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

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

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

| Nonvested at August 28, 2021 | | 15,751 | ​ | $ | 1,005.41 |

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

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

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

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

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.

The Company does not expect any material impacts from these provisions.

| ​ | ​ | $ | 100,112 | ​ | $ | 13,806 | ​ | $ | — | ​ | $ | 113,918 |

| Corporate debt securities | ​ | $ | 23,650 | ​ | $ | 329 | ​ | $ | (2) | ​ | $ | 23,977 |

| Government bonds | ​ | | 65,416 | ​ | | 338 | ​ | | (2) | ​ | | 65,752 |

| Mortgage-backed securities | ​ | | 6,552 | ​ | | 58 | ​ | | (8) | ​ | | 6,602 |

| ​ | ​ | $ | 113,169 | ​ | $ | 768 | ​ | $ | (19) | ​ | $ | 113,918 |

| Balance at August 29, 2020 | ​ | $ | (332,321) | ​ | ​ | 1,845 | ​ | ​ | (23,776) | ​ | $ | (354,252) |

| Other Comprehensive Income (Loss) before reclassifications | ​ | | 7,448 | ​ | ​ | (2,760) | ​ | ​ | — | ​ | | 4,688 |

| *​* | | August 27, | | | August 28, | |

As of August [removed: 27, 2022,] [added: 26, 2023,] 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: 27, 2022.][added: 26, 2023.]

Changes in Internal Control Over Financial [removed: Reportings][added: Reporting]

There were no changes in our internal control over financial reporting that occurred during the quarter ended August [removed: 27, 2022] [added: 26, 2023] 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: 27, 2022] [added: 26, 2023] 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: 27, 2022,] [added: 26, 2023,] 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: 27, 2022.][added: 26, 2023.]

None.

Without limiting the generality of the foregoing, during the quarterly period ended August 26, 2023, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K.

Not applicable.

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement dated October [removed: 24, 2022,] [added: 30, 2023,] 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: 24, 2022,] [added: 30, 2023,] 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: 24, 2022,] [added: 30, 2023,] 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: 24, 2022,] [added: 30, 2023,] 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: 24, 2022,] [added: 30, 2023,] in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

| [Consolidated Statements of Income for the fiscal years ended August [removed: 27, 2022,] [added: 26, 2023,] August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020](#StatementsofIncome_880869)] [added: 28, 2021](#StatementsofIncome_880869)] |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended August [removed: 27, 2022,] [added: 26, 2023,] August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020](#StatementsofComprehensiveIncome_464381)] [added: 28, 2021](#StatementsofComprehensiveIncome_464381)] |

| [Consolidated Balance Sheets as of August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021](#ConsolidatedBalanceSheets_880763)] [added: 27, 2022](#ConsolidatedBalanceSheets_880763)] |

| [Consolidated Statements of Cash Flows for the fiscal years ended August [removed: 27, 2022,] [added: 26, 2023,] August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020](#ConsolidatedStatementsofCashFlows_609202)] [added: 28, 2021](#ConsolidatedStatementsofCashFlows_609202)] |

| [Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August [removed: 27, 2022,] [added: 26, 2023,] August [removed: 28, 2021] [added: 27, 2022] and August [removed: 29, 2020](#StatementsofStockholdersDeficit_845379)] [added: 28, 2021](#StatementsofStockholdersDeficit_845379)] |

| 3.1 | ​ | [Restated Articles of Incorporation of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.](https://www.sec.gov/Archives/edgar/data/866787/0000866787-99-000003.txt) | [removed: |]

| 3.2 | ​ | [removed: [Seventh] [added: [Eighth] Amended and Restated By-Laws of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated March [removed: 19, 2018.](https://www.sec.gov/Archives/edgar/data/866787/000117184318002237/exh_31.htm) |] [added: 23, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000117184323001868/exh_31.htm)] |

| 4.1 | ​ | [Indenture dated as of August 8, 2003, between AutoZone, Inc. and Bank One Trust Company, N.A. Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (No. 333-107828) filed August 11, 2003.](https://www.sec.gov/Archives/edgar/data/866787/000119312503032080/dex41.htm) | [removed: |]

| 4.2 | ​ | [Agreement of Resignation, Appointment and Acceptance by and among AutoZone, Inc., The Bank of New York Mellon Trust Company, N.A., as prior Trustee, and Regions Bank, as successor Trustee, dated January 29, 2019. Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (No. 333-230719), filed April 4, 2019).](https://www.sec.gov/Archives/edgar/data/866787/000119312519097287/d928903dex42.htm) | [removed: |]

| [removed: 4.3] [added: 4.23] | ​ | [Officers’ Certificate dated [removed: November 13, 2012,] [added: January 27, 2023,] pursuant to Section 3.2 of the [removed: indenture] [added: Indenture] dated August 8, 2003, setting forth the terms of the [removed: 2.875%] [added: 4.500%] Senior Notes due [removed: 2023.] [added: 2028.] 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: January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm)] |

| [removed: 4.4] [added: 4.26] | ​ | [Form of [removed: 2.875%] [added: 4.750%] Senior Notes due [removed: 2023.] [added: 2033.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: November 13, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512467432/d434141dex42.htm) |] [added: January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm)] |

| 4.5 | ​ | [Officers’ Certificate dated April [removed: 29, 2013,] [added: 21, 2016,] 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: 2026.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] 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: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex42.htm)] |

| 4.6 | ​ | [Form [removed: of] 3.125% Senior Notes due [removed: 2023.] [added: 2026.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the Current Report on Form 8-K dated April [removed: 29, 2013.](https://www.sec.gov/Archives/edgar/data/866787/000119312513182203/d527187dex42.htm) |] [added: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex44.htm)] |

| [removed: 4.7] [added: 4.3] | ​ | [Officers’ Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.250% Senior Notes due 2025. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 29, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex42.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex41.htm) | [removed: |]

| [removed: 4.8] [added: 4.4] | ​ | [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.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex44.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex43.htm) | [removed: |]

| 4.9 | ​ | [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 3.125% Senior Notes due [removed: 2026.] [added: 2024.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] 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/d734900dex41.htm)] |

| [removed: 4.10] [added: 4.11] | ​ [removed: ​] | [Form [added: of] 3.125% Senior Notes due [removed: 2026.] [added: 2024.] Incorporated by reference to Exhibit [removed: 4.4] [added: 4.3] 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/d734900dex43.htm)] |

| [removed: 4.11] [added: 4.7] | ​ | [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: |]

| [removed: 4.12] [added: 4.8] | ​ | [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: |]

| [removed: 4.13] [added: 4.10] | ​ | [Officers’ Certificate dated April 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: 2024.] [added: 2029.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated April 18, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex41.htm) |] [added: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] |

| 4.14 | ​ | [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: 4.000%] Senior Notes due [removed: 2029.] [added: 2030.] Incorporated by reference to Exhibit 4.2 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_ex4-2.htm)] |

| [removed: 4.15] [added: 4.12] | ​ | [Form of [removed: 3.125%] [added: 3.750%] Senior Notes due [removed: 2024.] [added: 2029.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K dated April 18, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex43.htm) |] [added: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] |

| 4.16 | ​ | [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: 4.17] [added: 4.13] | ​ | [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.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-1.htm) | [removed: |]

| [removed: 4.18] [added: 4.20] | ​ | [Officers’ Certificate dated [removed: March 30,] [added: August 14,] 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the [removed: 4.000%] [added: 1.650%] Senior Notes due [removed: 2030.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm) |] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] |

| [removed: 4.19] [added: 4.15] | ​ | [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.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-3.htm) | [removed: |]

| [removed: 4.20] [added: 4.17] | ​ | [Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit [removed: 4.4] [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_ex4-4.htm) |] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-5.htm)] |

| [removed: 4.21] [added: 4.18] | ​ | [Form of [removed: 4.000%] [added: 1.650%] Senior Notes due [removed: 2030.] [added: 2031.] 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 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm)] |

| [removed: 4.22] [added: 4.19] | ​ | [Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K dated August 14, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] |

| [removed: 4.23] [added: 4.22] | ​ | [Form of [removed: 1.650%] [added: 4.750%] Senior Notes due [removed: 2031.] [added: 2032.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the Current Report on Form 8-K dated August [removed: 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] [added: 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm)] |

| [removed: 4.24] [added: 4.21] | ​ | [Officers’ Certificate dated August [removed: 14, 2020,] [added: 1, 2022,] pursuant to Section 3.2 of the [removed: Indenture,] [added: Indenture] dated August 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: 4.25] [added: 4.27] | ​ | [Officers’ Certificate dated [removed: August 1, 2022,] [added: July 21, 2023,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 4.750%] [added: 5.050%] Senior Notes due [removed: 2032.] [added: 2026.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-1.htm)] [added: July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm)] |

| [removed: 4.26] [added: 4.30] | ​ | [Form of [removed: 4.750% Senior Notes] [added: 5.200% Note] due [removed: 2032.] [added: 2033.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm)] [added: July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm)] |

| [removed: 4.27] [added: 4.31] | ​ | [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) |

| *10.3 | ​ | [removed: [Third Amendment to the] [added: [Amended and Restated] AutoZone, Inc. [removed: Executive Deferred] [added: 2003 Director] Compensation Plan. Incorporated by reference to Exhibit [removed: 10.1] [added: 99.2] to the [added: Current Report on] Form 8-K dated [removed: December 12, 2012.](https://www.sec.gov/Archives/edgar/data/866787/000119312512500208/d452492dex101.htm)] [added: January 4, 2008.](https://www.sec.gov/Archives/edgar/data/866787/000095014408000027/g11234exv99w2.htm)] |

| [removed: *10.4] [added: *10.5] | ​ | [removed: [Amended and Restated] [added: [Agreement dated February 14, 2008, between] AutoZone, Inc. [removed: 2003 Director Compensation Plan.] [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 [removed: January 4, 2008.](https://www.sec.gov/Archives/edgar/data/866787/000095014408000027/g11234exv99w2.htm)] [added: February 15, 2008.](https://www.sec.gov/Archives/edgar/data/866787/000117184308000125/exh_994.htm)] |

| [removed: *10.5] [added: *10.4] | ​ | [Form of non-compete and non-solicitation agreement for Section 16 executive officers and by AutoZone, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d5.htm)] [added: Inc. Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d5.htm)] |

| [removed: *10.7] [added: *10.15 ​] | ​ | [removed: [AutoZone,] [added: [Amended and Restated AutoZone,] Inc. [removed: 2015 Executive] [added: 2011 Equity] Incentive [removed: Compensation] [added: Award] Plan [removed: incorporated] [added: dated December 16, 2015. Incorporated] by reference to Exhibit A to the definitive proxy statement dated October [removed: 27, 2014,] [added: 26, 2015,] for the Annual Meeting of Stockholders held December [removed: 18, 2014.](https://www.sec.gov/Archives/edgar/data/866787/000119312514383286/d805018ddef14a.htm)] [added: 16, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515353413/d46810ddef14a.htm)] |

| [removed: *10.8] [added: *10.6] ​ | ​ | [AutoZone, Inc. 2011 Equity Incentive Award [removed: Plan, incorporated] [added: 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: *10.9] [added: *10.7] | ​ | [Form of Letter Agreement dated as of December 14, 2010, amending certain Stock Option Agreements of executive officers. Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q dated December 16, 2010.](https://www.sec.gov/Archives/edgar/data/866787/000095012310114309/c09345exv10w4.htm) |

| 4.24 | ​ | [Officers’ Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.750% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm) |

| 4.25 | ​ | [Form of 4.500% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated January 27, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm). |

| 4.28 | ​ | [Officers’ Certificate dated July 21, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.200% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated July 21, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm). |

| 4.29 | ​ | [Form of 5.050% Note due 2026. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm) |

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| 10.23 | ​ | [First Amendment to Credit Agreement, dated as of November 15, 2022, among AutoZone, Inc. as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 19, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000155837022018835/azo-20221119xex10d1.htm) |

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| *97 | ​ | [AutoZone, Inc. Clawback Policy.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex97.htm) |

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| *10.6 | ​ | [Agreement dated February 14, 2008, between AutoZone, Inc. and William C. Rhodes, III. Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K dated February 15, 2008.](https://www.sec.gov/Archives/edgar/data/866787/000117184308000125/exh_994.htm) |

| *10.19 | ​ | [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.](https://www.sec.gov/Archives/edgar/data/866787/000119312516745119/d265642ddef14a.htm) |

| *10.28 | ​ | [Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d28.htm) |

| Dated: October 24, [removed: 2022] [added: 2023] | ​ | ​ | |

| /s/ WILLIAM C. RHODES, III | ​ | Chairman, President and Chief Executive Officer | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ JAMERE JACKSON | ​ | [removed: Executive Vice President,] Chief Financial [added: Officer] | ​ | October 24, [removed: 2022] [added: 2023] |

| [removed: ​] [added: Jamere Jackson] | ​ | (Principal Financial Officer) | ​ | ​ |

| /s/ J. SCOTT MURPHY | ​ | Vice President and Controller | ​ | October 24, [removed: 2022] [added: 2023] |

| [removed: J] [added: J.] Scott Murphy | ​ | (Principal Accounting Officer) | ​ | ​ |

| /s/ MICHAEL A. GEORGE | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ LINDA A. GOODSPEED | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ EARL G. GRAVES, JR. | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ ENDERSON GUIMARAES | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ BRIAN HANNASCH | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ D. BRYAN JORDAN | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ GALE V. KING | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ GEORGE R. MRKONIC, JR. | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| /s/ JILL A. SOLTAU | ​ | Director | ​ | October 24, [removed: 2022] [added: 2023] |

| Jamere Jackson | ​ | Officer and Store Development | ​ | ​ |

| /s/ DOUGLAS H. BROOKS | ​ | Director | ​ | October 24, 2022 |

| Douglas H. Brooks | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |