AutoZone (AZO) 10-K risk factor changes: FY2024 vs FY2023

The risks and uncertainties described below could materially and adversely affect our business, financial condition, [removed: operating results, cash flows] [added: results of operations, liquidity] and stock price.

Our business could also be [added: materially] affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.

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

| ● | the weather. Milder weather conditions may lower the failure rates of automotive parts, while extremely hot or cold conditions may enhance demand for our products due to increased failure rates of our customers’ automotive parts. [removed: Extended] [added: However, extended] periods of rain and winter precipitation may [added: adversely impact store traffic, decreasing sales, or 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. |

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

These factors could result in a decline in the demand for our products, which could [added: materially] adversely affect our business and overall financial condition.

Although we believe we compete effectively, our competitors may have greater financial [removed: and marketing] resources allowing them to [added: invest more in their business, greater sourcing capabilities allowing them to] sell merchandise at lower prices, larger stores with more merchandise, longer operating histories with deeper customer relationships, more frequent customer [removed: visits and] [added: visits,] more effective [removed: advertising.][added: advertising and more successful utilization of data analytics, artificial intelligence and other new and emerging technologies.]

With the increasing use of digital [removed: tools and social media, and our competitors’ increased focus on optimizing customers’ online experience,] [added: tools,] our customers [added: often begin their shopping experience online and] are quickly able to compare prices, product assortment, product availability and feedback from other customers before purchasing products.

We have increased our store count in the past five fiscal years, growing from [removed: 6,202] [added: 6,411] stores at August [removed: 25, 2018,] [added: 31, 2019] to [removed: 7,140] [added: 7,353] stores at August [removed: 26, 2023,] [added: 31, 2024,] a compounded annual growth rate of [added: approximately] three percent.

[removed: Additionally, we] [added: We] have increased annual revenues in the past five fiscal years from [removed: $11.2] [added: $11.9] billion in fiscal [removed: 2018] [added: 2019] to [removed: $17.5] [added: $18.5] billion in fiscal [removed: 2023,] [added: 2024,] with a compounded annual growth rate of [added: approximately] nine percent.

[removed: See “Item 7,] Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of same store sales.

[removed: We] [added: Furthermore, 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 failures, microeconomic conditions unique to the automotive industry and our ability to expand into international markets.

Although we believe we compete effectively in the commercial market on the basis of customer service, merchandise quality, selection and availability, price, delivery times, product warranty, distribution locations and the strength of our AutoZone [removed: brand name,] [added: brand,] 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 [removed: relationships] [added: relationships, an experienced sales organization, considerable market presence] and have large available inventories.

If we are unable to profitably [removed: develop new] [added: grow our sales with existing] commercial customers, our sales growth may be limited.

We believe much of our brand value lies in the quality of the approximately [removed: 119,000] [added: 126,000] AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.

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

In the U.S., [added: over the last few years] there has been an increase in workers exercising their right to form or join a union, both generally and in the retail industry.

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

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

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

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

The unexpected loss of the services of any such persons could [added: materially] adversely affect our operations.

Failure to attract and retain qualified personnel in key roles could [added: materially] adversely affect our operations.

Inability to acquire and provide quality merchandise at competitive prices could [added: materially] adversely affect our sales and results of operations.

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

If any of our significant vendors experience financial [removed: difficulties,] [added: difficulties or] business disruptions or are [added: otherwise] 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.

Such disruptions may result from damage or destruction of our distribution centers, our ability to attract and retain qualified drivers, costs associated with maintaining or operating our fleet or macroeconomic conditions impacting the broader [added: logistics or] supply chain industry at large.

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

We directly imported approximately [removed: 16%] [added: 13%] of our purchases in fiscal [removed: 2023,] [added: 2024,] 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 and other issues,] 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, foreign trade policies, trade sanctions, import limitations on certain types of goods or of goods containing certain materials from other countries, [removed: 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.

These and other factors affecting our suppliers and our access to products could [added: materially] adversely affect our business and financial performance.

[removed: Our] [added: Our] ability to grow depends in part on new store openings, existing store remodels and expansions and effective utilization of our existing supply chain and hub [removed: network.][added: network.]

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

There can be no assurance we will be able [removed: to]

[added: 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.

[removed: We have made, and plan to continue to make, significant] [added: These] investments [removed: in our supply chain] [added: seek] to improve product availability and [removed: product] assortment, fulfill evolving consumer product demands and keep up with our long-term store expansion goals.

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

Business interruptions may negatively impact our operating hours, operability of our computer and other systems, availability of merchandise and otherwise have a material [removed: negative] [added: adverse] effect on our sales and our business.

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

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

We may be unable to differentiate ourselves or unable to anticipate and adapt to new or enhanced digital experiences offered by other retailers.

See “Item 7.

Furthermore, these risks may be amplified if we are unable to diversify our supply chain or rely too heavily on a single country to source our or our vendors’ products.

In addition, we have made, and plan to continue to make, significant investments in our supply chain, such as the construction of multiple new distribution centers and the execution of various technology initiatives.

Although we seek to

Attempts to gain unauthorized access can be difficult to anticipate or promptly detect.

liability due to claims arising from customers, financial institutions, AutoZoners, regulatory authorities, payment card issuers and others.

Additionally, a downgrade in our credit or changes in the financial markets may limit financial institutions’ willingness to participate in our supplier financing arrangements, which may result in vendors seeking to renegotiate their payment terms.

borrowing terms.

In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals.

| ​ ​ | | |

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

Consumers are embracing shopping online, including through mobile applications.

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

Our continued growth and success will depend in part on our ability to open and operate new stores and expand and remodel existing stores to meet customers’ needs on a timely and profitable basis.

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

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.

We can provide no assurance that such similar events that occurred during the Great Recession will not occur again in the foreseeable future.

substantially across the areas where we operate.

Certain challenges we face in the achievement of our ESG

We began operations in 1979 and at August [removed: 26, 2023,] [added: 31, 2024,] operated [removed: 6,300] [added: 6,432] stores in the U.S., [removed: 740] [added: 794] stores in Mexico and [removed: 100] [added: 127] stores in Brazil.

At August [removed: 26, 2023,] [added: 31, 2024,] in [removed: 5,682] [added: 5,898] of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provided [removed: commercial credit and] prompt delivery of parts and other products [added: and commercial credit] to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts.

For fiscal [removed: 2023, we achieved record] [added: 2024,] net [removed: income of $2.5 billion, a 4.1% increase over the prior year, and] sales [removed: growth of $1.2] [added: increased to $18.5] billion, a [removed: 7.4%] [added: 5.9%] increase over the prior year.

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

Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, [added: interest rates, levels of consumer debt,] fuel [added: and energy] costs, [added: prevailing] wage rates, [added: foreign exchange rate fluctuations,] supply chain disruptions, hiring and other economic conditions.

Given the nature of these macroeconomic factors, [added: which are generally outside of our control,] 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.

During fiscal [removed: 2023,] [added: 2024,] failure and maintenance related categories represented the largest portion of our sales mix, at approximately [removed: 85%] [added: 86%] of total [removed: sales categories continuing to comprise our largest set of categories.][added: sales.]

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 [removed: slight] decrease in mix of sales of the discretionary category and a slight increase in the maintenance [removed: category] [added: and failure categories] compared to last year.

The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of [removed: seven year old] [added: seven-year-old] or older vehicles on the road.

Since the beginning of the fiscal year and through July [removed: 2023] [added: 2024] miles driven in the U.S. increased [removed: by 1.3%] [added: 1.2%] compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.

As the number of [removed: seven year old] [added: seven-year-old] or older vehicles on the road increases, we expect an increase in demand for the products we sell.

We expect the aging vehicle population to continue to increase as consumers keep their cars [removed: longer in an effort to save money.][added: longer.]

According to the U.S. Department of Transportation – Federal Highway Administration, vehicles are driven an average of approximately [removed: 13,500] [added: 11,000] miles each year.

In seven years, the average miles driven equates to approximately [removed: 94,500] [added: 77,000] miles.

According to the latest data provided by [removed: the Auto Care Association, as of January 1, 2023,] [added: S&P Global Mobility,] the average age of light vehicles on the road was [removed: 12.5] [added: 12.6] years and these vehicles account for [removed: more than 40%] [added: approximately 38%] of U.S. vehicles.

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

| _(in thousands, except per share data, same store sales and selected operating data)_ | | [removed: 2023] [added: 2024(1)] | | | [removed: 2022] [added: 2023] | | | [removed: 2021(1)] [added: 2022] | | | [removed: 2020(1)] [added: 2021(2)] | | | [removed: 2019(2)(3)] [added: 2020(2)] | | |

| Net sales | ​ | $ | [removed: 17,457,209] [added: 18,490,268] | ​ | $ | [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] | ​ |

| Cost of sales, including warehouse and delivery expenses | ​ | | [removed: 8,386,787] [added: 8,673,216] | ​ | | [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] | ​ |

| Gross profit | ​ | | [removed: 9,070,422] [added: 9,817,052] | ​ | | [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] | ​ |

| Operating, selling, general and administrative expenses | ​ | | [removed: 5,596,436] [added: 6,028,344] | ​ | | [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] | ​ |

| Operating profit | ​ | | [removed: 3,473,986] [added: 3,788,708] | ​ | | [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] | ​ |

| Interest expense, net | ​ | | [removed: 306,372] [added: 451,578] | ​ | | [removed: 191,638] [added: 306,372] | ​ | | [removed: 195,337] [added: 191,638] | ​ | | [removed: 201,165] [added: 195,337] | ​ | | [removed: 184,804] [added: 201,165] | ​ |

| Income before income taxes | ​ | | [removed: 3,167,614] [added: 3,337,130] | ​ | | [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] | ​ |

| Income tax [removed: expense(4)] [added: expense(3)] | ​ | | [removed: 639,188] [added: 674,703] | ​ | | [removed: 649,487] [added: 639,188] | ​ | | [removed: 578,876] [added: 649,487] | ​ | | [removed: 483,542] [added: 578,876] | ​ | | [removed: 414,112] [added: 483,542] | ​ |

| Net [removed: income(4)] [added: income(3)] | ​ | $ | [removed: 2,528,426] [added: 2,662,427] | ​ | $ | [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] | ​ |

| Diluted earnings per [removed: share(4)] [added: share(3)] | ​ | $ | [removed: 132.36] [added: 149.55] | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] | ​ | $ | [removed: 63.43] [added: 71.93] | ​ |

| Weighted average shares for diluted earnings per [removed: share(4)] [added: share(3)] | ​ | | [removed: 19,103] [added: 17,803] | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] | ​ | | [removed: 25,498] [added: 24,093] | ​ |

| Increase in domestic comparable store net [removed: sales(5)] [added: sales(4)] | ​ | | [removed: 3.4] [added: 0.4] | % | | [removed: 8.4] [added: 3.4] | % | | [removed: 13.6] [added: 8.4] | % | ​ | [removed: 7.4] [added: 13.6] | % | ​ | [removed: 3.0] [added: 7.4] | % |

| Increase [added: (decrease)] in international comparable store net [removed: sales(5)] [added: sales(4)] | ​ | ​ | [removed: 29.3] [added: 16.1] | % | ​ | [removed: 19.1] [added: 29.3] | % | ​ | [removed: 22.5] [added: 19.1] | % | ​ | [removed: (2.8)] [added: 22.5] | % | ​ | [removed: 4.6] [added: (2.8)] | % |

| Increase in international comparable store net sales (constant [removed: currency)(5)] [added: currency)(4)] | ​ | ​ | [removed: 17.5] [added: 10.2] | % | ​ | [removed: 19.2] [added: 17.5] | % | ​ | [removed: 20.7] [added: 19.2] | % | ​ | [removed: 4.7] [added: 20.7] | % | ​ | [removed: 7.2] [added: 4.7] | % |

| Increase in total company comparable store net [removed: sales(5)] [added: sales(4)] | ​ | ​ | [removed: 5.6] [added: 2.1] | % | ​ | [removed: 9.2] [added: 5.6] | % | ​ | [removed: 14.3] [added: 9.2] | % | ​ | [removed: 6.6] [added: 14.3] | % | ​ | [removed: 3.2] [added: 6.6] | % |

| Increase in total company comparable store net sales (constant [removed: currency)(5)] [added: currency)(4)] | ​ | ​ | [removed: 4.6] [added: 1.4] | % | ​ | [removed: 9.2] [added: 4.6] | % | ​ | [removed: 14.1] [added: 9.2] | % | ​ | [removed: 7.2] [added: 14.1] | % | ​ | [removed: 3.4] [added: 7.2] | % |

| Current assets | ​ | $ | [removed: 6,779,426] [added: 7,306,759] | ​ | $ | [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] | ​ |

| Operating lease right-of-use [removed: assets(6)] [added: assets] | ​ | ​ | [removed: 2,998,097] [added: 3,057,780] | ​ | ​ | [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)(7)] [added: (deficit)(5)] | ​ | | [removed: (1,732,430)] [added: (1,407,484)] | ​ | | [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] | ​ |

| Total assets | ​ | | [removed: 15,985,878] [added: 17,176,538] | ​ | | [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] | ​ |

| Current liabilities | ​ | | [removed: 8,511,856] [added: 8,714,243] | ​ | | [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] | ​ |

| Debt | ​ | | [removed: 7,668,549] [added: 9,024,381] | ​ | | [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] | ​ |

| Finance lease liabilities, less current [removed: portion(6)] [added: portion] | ​ | | [removed: 200,702] [added: 283,882] | ​ | | [removed: 217,428] [added: 200,702] | ​ | | [removed: 186,122] [added: 217,428] | ​ | | [removed: 155,855] [added: 186,122] | ​ | | [removed: 123,659] [added: 155,855] | ​ |

Customer Service.

Operating profit increased 9.1% to $3.8 billion, net income increased 5.3% to $2.7 billion and diluted earnings per share increased 13.0% to $149.55 for the year.

*(7)* _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)._

See Reconciliation of Non-GAAP Financial Measures in Management’s Discussion and Analysis of Financial Condition and Results of Operations._

See Reconciliation of Non-GAAP Financial Measures in Management’s Discussion and Analysis of Financial Condition and Results of Operations._

*(10)* _Share repurchases are inclusive of excise tax in fiscal 2024 and 2023.

Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million.

| *​* | ​ | 2024 | | ​ | 2023 | | ​ | 2024 | | ​ | 2023 | |

The increase in gross margin was driven by higher merchandise margins and 47 basis points ($84.0 million net) from non-cash LIFO favorability.

The increase in operating expenses as a percentage of sales was primarily driven by domestic store payroll.

Cash flows from operations are favorable compared to last year primarily due to higher net income partially due to the additional week of sales in the current year.

Our investment in tax credit equity investments was $227.5 million, $98.0 million and $31.5 million in fiscal 2024, 2023 and 2022, respectively.

In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes.

The Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates.

These arrangements allow the Company’s inventory suppliers, at their sole discretion, to enter into agreements with these financial institutions to finance the Company’s obligations to the suppliers at terms negotiated between the suppliers and the financial institutions.

Supplier participation is optional and our obligations to our suppliers, including the amount and dates due, are not impacted by our suppliers’ decision to enter into an agreement with a third-party financial institution.

We plan to continue negotiating extended terms with our suppliers, benefitting our working capital and resulting in a high accounts payable to inventory ratio.

On April 18, 2024, we repaid the $300 million 3.125% Senior Notes due April 2024.

On June 28, 2024, we issued $600 million in 5.100% Senior Notes due July 2029 and $700 million 5.400% Senior Notes due July 2034 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 19, 2022 (File No. 333-266209) (the “2022 Shelf Registration Statement”).

On October 25, 2023, we issued $500 million in 6.250% Senior Notes due November 2028 and $500 million 6.550% Senior Notes due November 2033 under the 2022 Shelf Registration Statement.

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

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

Previously, the Board voted to increase the authorization by $4.5 billion in fiscal 2023 and $5.0 billion in fiscal 2022.

| Debt(1) | | $ | 9,080,000 | ​ | $ | 1,480,000 | ​ | $ | 1,450,000 | ​ | $ | 2,000,000 | ​ | $ | 4,150,000 |

| Interest payments(2) | ​ | | 2,198,888 | ​ | ​ | 375,625 | ​ | ​ | 653,775 | ​ | ​ | 527,550 | ​ | ​ | 641,938 |

| Operating leases(3) | ​ | | 4,157,877 | ​ | ​ | 391,901 | ​ | ​ | 828,934 | ​ | ​ | 719,996 | ​ | ​ | 2,217,046 |

| Finance leases(3) | ​ | | 461,654 | ​ | ​ | 116,999 | ​ | ​ | 209,841 | ​ | ​ | 92,389 | ​ | ​ | 42,425 |

| Self-insurance reserves(4) | ​ | | 267,779 | ​ | ​ | 82,976 | ​ | ​ | 97,736 | ​ | ​ | 42,585 | ​ | ​ | 44,482 |

| Construction commitments | ​ | | 103,780 | ​ | | 103,780 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Other(5) | ​ | ​ | 49,259 | ​ | ​ | 49,259 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | $ | 16,319,237 | ​ | $ | 2,600,540 | ​ | $ | 3,240,286 | ​ | $ | 3,382,520 | ​ | $ | 7,095,891 |

| ​ | ​ | $ | 192,261 |

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

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

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

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

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

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

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

One macroeconomic factor affecting our customers and our industry is gas prices.

We believe fluctuations in gas prices impact our customers’ level of disposable income.

With approximately 11 billion gallons of unleaded gas consumption each month across the U.S., each $1 increase at the pump reduces approximately $11 billion of additional spending capacity to consumers each month.

Given the unpredictability of gas prices, we cannot predict whether gas prices will increase or decrease, nor can we predict how any future changes in gas prices will impact our sales in future periods.

We have also experienced continued pressure on average hourly wages in the U.S. during fiscal 2023.

Some of this is attributed to regulatory changes in certain states and municipalities, while the larger portion is being driven by general market pressures and some specific actions taken recently by other retailers.

The regulatory changes are expected to continue, as evidenced by the areas that have passed legislation to increase employees’ wages substantially over the next few years.

While over the long-term we have seen a close correlation between our net sales and the number of miles driven, we have also seen certain time frames of minimal correlation in sales performance and miles driven.

During the periods of minimal

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

The average age of light vehicles has exceeded 12 years since 2012.

*(3)* _Fiscal 2019 includes a benefit to net income related to the Tax Cuts and Jobs Act of $6.3 million, net of repatriation tax._

*(6)* _The Company adopted ASU 2016-02, Leases (Topic 842), beginning with its first quarter ended November 23, 2019 which resulted in the Company recognizing a right-of-use asset (“ROU asset”) and a corresponding lease liability on the balance sheet._

| --- | --- |

| (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 2019, after-tax operating profit was adjusted for the impact of the average revaluation of deferred tax liabilities, net of repatriation tax. See Reconciliation of Non-GAAP Financial Measures in Management’s Discussion and Analysis of Financial Condition and Results of Operations._ |

Domestic commercial sales increased $368.0 million, or 8.7%, over domestic commercial sales for fiscal 2022.

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

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

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

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

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.

of net income; and the fourth quarter of fiscal year 2021 represented 33.6% of annual sales and 36.2% of net income.

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

Cash flows from operations are below last year primarily due to unfavorable changes in accounts payable and accrued expenses.

We did not have any commercial paper or short-term borrowing activity during fiscal 2021.

During fiscal 2023, 2022 and 2021 our capital expenditures increased by approximately 18%, 8% and 36%, respectively.

Fiscal 2021 capital expenditures increased due to delays in capital spending for the third and fourth quarter of fiscal 2020 related to the COVID-19 pandemic.

Certain vendors participate in arrangements with financial institutions whereby they factor their AutoZone receivables, allowing them to receive early payment from the financial institution on our invoices at a discounted rate.

The terms of these agreements are between the vendor and the financial institution.

Upon request from the vendor, we confirm to the vendor’s financial institution the balances owed to the vendor, the due date and agree to waive any right of offset to the confirmed balances.

A reduction in payment terms would increase the working capital required to fund future inventory investments.

Extended payment terms from our vendors have allowed us to continue our high accounts payable to inventory ratio.

On March 15, 2021, we repaid the $250 million 2.500% Senior Notes due April 2021, which were callable at par in March 2021.

Management expects the ratio of adjusted debt to EBITDAR to return to pre-pandemic levels in the future, increasing debt levels.

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

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

| 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 |

To date, [removed: based upon our current level of foreign operations,] no derivative instruments have been utilized to reduce foreign exchange rate risk.

As of August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022,] [added: 26, 2023,] no such interest rate swaps were outstanding.

The fair value of our debt was estimated at [removed: $7.3] [added: $9.0] billion as of August [removed: 26, 2023,] [added: 31, 2024,] and [removed: $5.9] [added: $7.3] billion as of August [removed: 27, 2022,] [added: 26, 2023,] 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.

[removed: Such fair value is less than the carrying value of debt by $406.6 million and $182.8 million at August 26, 2023 and August 27, 2022, respectively, which] [added: This amount] reflects [removed: its] face amount, adjusted for any unamortized debt issuance costs and discounts.

We had [removed: $1.2 billion] [added: $580.0 million] in variable rate debt outstanding at August [removed: 26, 2023] [added: 31, 2024] and [removed: $603.4 million] [added: $1.2 billion] in August [removed: 27, 2022.][added: 26, 2023.]

We had outstanding fixed rate debt of [removed: $6.5] [added: $8.4] billion, net of unamortized debt issuance costs of [removed: $41.1] [added: $55.6] million, at August [removed: 26, 2023,] [added: 31, 2024,] and [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.]

A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately [removed: $264.7] [added: $365.1] million at August [removed: 26, 2023.][added: 31, 2024.]

The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was [removed: $409.8] [added: $478.4] million at August [removed: 26, 2023] [added: 31, 2024] and [removed: $270.2] [added: $409.8] million at August [removed: 27, 2022.][added: 26, 2023.]

The year-end exchange rates with respect to the Mexican peso [removed: increased] [added: decreased] by [removed: 15.7%] [added: 17.9%] with respect to the U.S. dollar during fiscal [removed: 2023] [added: 2024] and [removed: decreased] [added: increased] by [removed: less than 1.0%] [added: 15.7%] with respect to the U.S. dollar during fiscal [removed: 2022.][added: 2023.]

[added: 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: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022,] [added: 26, 2023,] would have been approximately [removed: $37.3] [added: $43.5] million and approximately [removed: $24.6] [added: $37.3] million, respectively.

Such fair value is greater than the carrying value of debt by $3.5 million and less than the carrying value of debt by $406.6 million at August 31, 2024 and August 26, 2023, respectively.

The potential loss in value

We began operations in 1979 and at August [removed: 26, 2023,] [added: 31, 2024,] operated [removed: 6,300] [added: 6,432] stores in the United States (“U.S.”), [removed: 740] [added: 794] stores in Mexico and [removed: 100] [added: 127] stores in Brazil.

At August [removed: 26, 2023,] [added: 31, 2024,] in [removed: 5,682] [added: 5,898] of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that [removed: provided commercial credit and] [added: provides] prompt delivery of parts and other products [added: and commercial credit] to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts.

We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities and [added: by] leveraging our business resource groups [added: (“BRGs”)] to support AutoZoners across the organization contribute their voices, time, and talent to helping other AutoZoners succeed in their careers.

As of August [removed: 26, 2023,] [added: 31, 2024,] we employed approximately [removed: 119,000] [added: 126,000] AutoZoners, approximately 60 percent of whom were employed full-time and the remaining 40 percent were employed part-time.

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

Included in the above numbers are approximately [removed: 15,500] [added: 17,500] AutoZoners employed in our international operations.

We have never experienced any material labor disruption, do not have any collective bargaining agreements [added: in the U.S.] and believe that relations with our AutoZoners are good.

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

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

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

Our first [removed: business resource group (“BRG”)] [added: BRG] was established in 2014 (AutoZone Women’s Initiative).

At August [removed: 26, 2023] [added: 31, 2024] our stores were in the following locations:

| Arkansas | | [removed: 73] [added: 75] |

| Connecticut | | [removed: 58] [added: 59] |

| Delaware | | [removed: 20] [added: 22] |

| Kansas | | [removed: 55] [added: 56] |

| Maryland | | [removed: 93] [added: 97] |

| Massachusetts | | [removed: 88] [added: 90] |

| Minnesota | | [removed: 63] [added: 68] |

| Mississippi | | [removed: 98] [added: 99] |

| Nevada | | [removed: 70] [added: 73] |

| New Jersey | | [removed: 124] [added: 127] |

| New York | | [removed: 212] [added: 224] |

| North Carolina | | [removed: 241] [added: 244] |

| Oklahoma | | [removed: 87] [added: 90] |

| Oregon | | [removed: 57] [added: 58] |

| Puerto Rico | | [removed: 51] [added: 56] |

| Rhode Island | | [removed: 17] [added: 19] |

| South Carolina | | [removed: 107] [added: 108] |

| South Dakota | | [removed: 9] [added: 10] |

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

| Wisconsin | | [removed: 78] [added: 79] |

| Total Domestic stores | | [removed: 6,300] [added: 6,432] |

| Total stores | | [removed: 7,140] [added: 7,353] |

Substantially all stores are based on standard store formats, resulting in generally consistent appearance, merchandising and product [removed: mix.][added: mix with approximately 90% to 99% of each store’s square footage used as selling space.]

[removed: In our satellite stores,] [added: Hub stores carry] approximately [removed: 40% to 50% of our space is dedicated] [added: 40,000] to [removed: hard parts inventory, while our hub] [added: 50,000 unique SKUs] and mega hub stores [removed: have] [added: carry approximately 80,000 to 110,000 unique SKUs with] 70% to 85% of their space utilized for hard parts.

All store support functions are centralized in our store support centers located in Memphis, Tennessee; Monterrey, Mexico; Chihuahua, [removed: Mexico and] [added: Mexico;] Sao Paulo, [removed: Brazil.][added: Brazil; and Gurugram, India.]

In addition, we have offices in Shanghai, China and [removed: Haryana, India] [added: Istanbul, Turkey] that provide [removed: sourcing, technology] [added: sourcing] or other support functions.

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

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

Our websites and the information contained therein or linked thereto are not intended to be incorporated into this report.

“Embraces Diversity” is one of our Values, and we believe a diverse workforce has made meaningful contributions to our success.

The BRGs are open to all AutoZoners.

| Alabama | | 124 |

| Arizona | | 172 |

| California | | 670 |

| Florida | | 441 |

| Georgia | | 217 |

| Illinois | | 249 |

| Indiana | | 165 |

| Kentucky | | 107 |

| Louisiana | | 134 |

| Michigan | | 223 |

| Missouri | | 123 |

| Ohio | | 289 |

| Pennsylvania | | 241 |

| Tennessee | | 184 |

| Texas | | 709 |

| Virginia | | 156 |

| Mexico | | 794 |

| Brazil | | 127 |

Most of our stores carry approximately 20,000 to 25,000 unique SKUs with 40% to 50% of the space dedicated to hard parts inventory.

Stores are replenished primarily by the nearest distribution center but also typically have same-day access to one of our 327 domestic and 46 international hub stores’ expanded inventory assortment.

professional technicians.

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

Rhodes, III, 59—Executive Chairman, Customer Satisfaction

Rhodes, III was appointed Executive Chairman by the Board of Directors in January 2024 and has been Chairman since 2007.

*​*

Senior Vice President – Store Operations, with additional oversight of Loss Prevention and Store Development.

_Kenneth E.

Kenneth E.

Jaycox was named Senior Vice President – Commercial in July 2024.

From 2020 to 2024, Mr. Jaycox served as Senior Vice President and Chief Commercial Officer for United States Steel Corporation where he was responsible for their commercial functions, customer value creation, pricing and revenue growth.

Prior to that, Mr. Jaycox served as Vice President of Transformation at Sysco Corporation, where he led numerous sales, digital transformation and supply chain initiatives.

_Lindsay W.

Lindsay Lehman was named Senior Vice President – Marketing in November 2023, where she leads the Marketing and E-commerce teams.

Prior to that, Ms. Lehman held the role of Vice President – Marketing for AutoZone.

Prior to joining AutoZone in 2020, Ms. Lehman served as Senior Vice President, Marketing at Norwegian Cruise Line Holdings, where she was responsible for global marketing, digital and analytics functions.

Ms. Lehman previously held roles of increasing responsibility at Kraft Foods, Hearst Corporation and Goldman Sachs.

beyond to deliver Trustworthy Advice and WOW!

“Embraces Diversity” is one of our Values, and we have made great strides in our DEI initiatives.

| Alabama | | 123 |

| Arizona | | 165 |

| California | | 658 |

| 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 |

| Brazil | | 100 |

Approximately 90% to 99% of each store’s square footage is selling space.

We ended fiscal 2023 with 308 domestic and 39 international hub stores, which have a larger assortment of products as well as regular replenishment items that can be delivered to a store in its network within 24 hours.

Hub stores are generally replenished from distribution centers multiple times per week.

Hub stores have increased our ability to distribute products on a timely basis to many of our stores and to expand our product assortment.

A mega hub carries inventory of 80,000 to 110,000 unique SKUs, approximately twice what a hub store carries.

Mega hubs provide coverage to both surrounding stores and other hub stores multiple times a day or on an overnight basis.

Currently, we have over 6,000 domestic stores with access to mega hub inventory.

A majority of these stores currently receive mega hub service same day.

The sale of automotive parts, accessories and maintenance items is highly competitive due to numerous factors, including name recognition, product availability, customer service, store location and price.

AutoZone competes in the aftermarket auto parts industry, which includes both the retail DIY and commercial do-it-for-me (“DIFM”) auto parts and products markets.

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_

Board in January 2024.

Previously, Mr. Daniele served as Senior Vice President – Commercial from 2015 to 2021, Vice President – Commercial Support from 2013 to 2015 and Vice President – Merchandising from 2008 to 2013.

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

Preston B.

Frazer was named Senior Vice President Finance, Store Development and Strategy in March 2023.

From 2021 to 2023 Mr. Frazer served as Executive Vice President – Store Operations, Commercial and Loss Prevention.

From 2019 to 2021 Mr. Frazer served as Senior Vice President – Store Operations.

Prior to that, Mr. Frazer was Vice President – Store Operations Support.

We are involved in various [removed: other] legal proceedings incidental to the conduct of our business, including, but not limited to, claims and allegations related to wage and hour violations, unlawful termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance.

| For the fiscal year ended August [removed: 26, 2023.] [added: 31, 2024.] | |

[removed: ][added: ]

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: $46,248,303,523.][added: $46,251,857,027.]

The number of shares of Common Stock outstanding as of October [removed: 16, 2023,] [added: 21, 2024,] was [removed: 17,683,418.][added: 16,904,289.]

Portions of the definitive Proxy Statement to be filed within 120 days of August [removed: 26, 2023,] [added: 31, 2024,] pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held December [removed: 20, 2023,] [added: 18, 2024,] are incorporated by reference into Part III.

| ​ | [Trademarks and Patents](#TrademarksandPatents_374286) | [removed: 11] [added: 10] |

| [Item 1A.](#Item1ARiskFactors_38338) | [Risk Factors](#Item1ARiskFactors_38338) | [removed: 14] [added: 13] |

| [Item 1B.](#Item1BUnresolvedStaffComments_805543) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_805543) | [removed: 23] [added: 22] |

| [Item 2.](#Item2Properties_157234) | [Properties](#Item2Properties_157234) | [removed: 23] [added: 24] |

| [PART II](#PARTII_588024) | ​ | [removed: 24] [added: 25] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | [removed: 24] [added: 25] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 41] [added: 39] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 43] [added: 41] |

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

| [Item 9A.](#Item9AControlsandProcedures_188492) | [Controls and Procedures](#Item9AControlsandProcedures_188492) | [removed: 76] [added: 75] |

| [Item 9B.](#Item9BOtherInformation_172860) | [Other Information](#Item9BOtherInformation_172860) | [removed: 76] [added: 75] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 76] [added: 75] |

| [PART III](#PARTIII_203734) | ​ | [removed: 77] [added: 76] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 77] [added: 76] |

| [Item 11.](#Item11ExecutiveCompensation_791654) | [Executive Compensation](#Item11ExecutiveCompensation_791654) | [removed: 77] [added: 76] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 77] [added: 76] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 77] [added: 76] |

| [Item 16.](#Item16Form10KSummary_196381) | [Form 10-K Summary](#Item16Form10KSummary_196381) | [removed: 83] [added: 84] |

[removed: Forward-looking] [added: Certain] statements [added: herein constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and] typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “seek,” “may,” “could” and similar [removed: expressions.][added: expressions, although not all forward-looking statements contain such identifying words.]

These [added: statements] are based on assumptions and assessments made by our management in light of [removed: experience and perception of] [added: experience,] historical trends, current conditions, expected future developments and other factors that we believe [removed: to be] appropriate.

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; weather, including extreme [removed: temperatures, natural disasters] [added: temperatures] and [removed: general weather conditions;] [added: natural disasters;] competition; credit market conditions; cash flows; access to [removed: available and feasible] 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; [removed: the impact of] public health issues; inflation, including wage inflation; [added: exchange rates;] the ability to hire, train and retain qualified employees, including members of [removed: management and other key personnel;] [added: management;] 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 associated with doing business in and expanding into international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; [removed: impact of] tariffs; [removed: impact of] new accounting standards; our ability to execute our growth initiatives; and other business interruptions.

[removed: Certain of these] [added: These and other] risks and uncertainties [added: could materially and adversely affect our business and] 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: 26, 2023, and these Risk Factors should be read carefully.][added: 31, 2024.]

Forward-looking statements are not guarantees of future performance and actual [removed: results, developments and business decisions] [added: results] may differ [added: materially] from those contemplated by such forward-looking statements.

Events described above and in the “Risk Factors” [added: section] could materially and adversely affect our business.

However, it [removed: should be understood that it] is not possible to identify or predict all such risks and other factors that could affect these forward-looking statements.

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | 22 |

Certain statements contained in this annual report constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Risk Management and Strategy

_Program_

We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts.

Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats.

Our program

prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems.

Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard.

As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards.

AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments.

We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing.

We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team.

The incident response plan also outlines a process for escalating and communicating incidents to members of management.

During the contract review and vendor engagement process, we assess vendors’ adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations.

We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party’s risk profile.

We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns.

We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.

_Cybersecurity Risks_

*​*

While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data.

Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results.

See “Information Technology, Cybersecurity and Data Privacy Risks” in Item 1.A., Risk Factors for additional information related to cybersecurity risks.

Governance

The cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight of our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.

AutoZone’s Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology.

Our CISO has over 25 years’ experience in IT, with almost 20 years in dedicated Information Security leadership roles.

He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.

The Audit Committee is responsible for overseeing the company’s enterprise risk management program, including cybersecurity risks.

At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone’s threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress.

The following table reflects the [removed: square footage and] number of leased and owned properties [added: and square footage of selling space] for our stores as of August [removed: 26, 2023:][added: 31, 2024:]

We have approximately [removed: 6.9] [added: 7.1] million square feet in distribution centers servicing our stores, of which approximately [removed: 2.0] [added: 2.1] million square feet is leased and the remainder is owned.

We also have [removed: three] [added: four] additional store support centers located in Monterrey, Mexico; Chihuahua, [removed: Mexico and] [added: Mexico;] Sao Paulo, [removed: Brazil.][added: Brazil; and Gurugram, India.]

| Leased | | 4,081 | | 27,226,410 |

| Owned | | 3,272 | | 22,190,827 |

| Total | | 7,353 | | 49,417,237 |

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

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

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

The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “AZO.” On October [removed: 16, 2023,] [added: 21, 2024,] there were [removed: 1,703] [added: 1,603] stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.

[removed: On June 14, 2023, the] [added: The] Board [removed: of Directors authorized] [added: voted to increase] the repurchase [removed: of an additional] [added: authorization by] $2.0 billion [removed: of the Company’s common stock,] [added: on December 20, 2023 and $1.5 billion on June 19, 2024,] bringing the total value of authorized share repurchases to [removed: $35.7] [added: $39.2] billion.

Shares of common stock repurchased by the Company during the quarter ended August [removed: 26, 2023] [added: 31, 2024] were as follows:

| Period | Total Number of Shares Purchased | ​ | ​ | Average Price Paid per Share [removed: (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 4,886 [removed: and 7,611] shares in fiscal [removed: years] [added: year] 2022 [removed: and 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: 5,183, 6,238] [added: 5,000, 5,183] and [removed: 8,479] [added: 6,238] shares were sold to employees in fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

At August [removed: 26, 2023, 122,341] [added: 31, 2024, 117,341] shares of common stock were reserved for future issuance under the Employee Plan.

Purchases by executives under the Executive Plan were [removed: 689, 709] [added: 540, 689] and [removed: 997] [added: 709] shares in fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

At August [removed: 26, 2023, 232,966] [added: 31, 2024, 232,426] 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: 25, 2018] [added: 31, 2019,] and ending August [removed: 26, 2023.][added: 31, 2024.]

[removed: ][added: ]

| May 5, 2024 to June 1, 2024 | 65,636 | ​ | $ | 2,891.87 | ​ | 65,636 | ​ | $ | 1,184,718,249 |

| June 2, 2024 to June 29, 2024 | 81,197 | ​ | | 2,881.79 | ​ | 81,197 | ​ | ​ | 2,450,725,318 |

| June 30, 2024 to July 27, 2024 | 84,860 | ​ | | 2,936.78 | ​ | 84,860 | ​ | ​ | 2,201,510,545 |

| July 28, 2024 to August 31, 2024 | 12,096 | ​ | ​ | 3,103.60 | ​ | 12,096 | ​ | ​ | 2,163,969,364 |

| Total | 243,789 | ​ | $ | 2,914.65 | ​ | 243,789 | ​ | $ | 2,163,969,364 |

| 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._ |

| --- | --- |

*​*

| [Management’s Report on Internal Control Over Financial Reporting](#ManagementsReportonInternalControlOverFi) | [removed: 44] [added: 42] |

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndpendentRegistereedPublicAccou) | [removed: 45] [added: 43] |

| [Consolidated Statements of Income](#AutoZoneIncConsolidatedStatementsofIncom) | [removed: 48] [added: 46] |

| [Consolidated Statements of Comprehensive Income](#AutoZoneIncConsolidatedStatementsofCompr) | [removed: 48] [added: 46] |

| [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_880763) | [removed: 49] [added: 47] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_609202) | [removed: 50] [added: 48] |

| [Consolidated Statements of Stockholders’ Deficit](#StatementsofStockholdersDeficit_845379) | [removed: 51] [added: 49] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_8) | [removed: 52] [added: 50] |

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August [removed: 26, 2023,] [added: 31, 2024,] 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: 26, 2023.][added: 31, 2024.]

Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting as of August [removed: 26, 2023] [added: 31, 2024] is included in this Annual Report on Form 10-K.

We have audited AutoZone, Inc.’s internal control over financial reporting as of August [removed: 26, 2023,] [added: 31, 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: 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: 26, 2023,] [added: 31, 2024,] 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: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022, and] [added: 26, 2023,] the related consolidated statements of income, comprehensive income, stockholders’ [removed: deficit,] [added: deficit] and cash flows for each of the three years in the period ended August [removed: 26, 2023,] [added: 31, 2024,] and the related notes and our report dated October [removed: 24, 2023] [added: 28, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August [removed: 26, 2023] [added: 31, 2024,] and August [removed: 27, 2022,] [added: 26, 2023,] the related consolidated statements of income, comprehensive income, stockholders' [removed: deficit,] [added: deficit] and cash flows for each of the three years in the period ended August [removed: 26, 2023,] [added: 31, 2024,] 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: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022,] [added: 26, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended August [removed: 26, 2023,] [added: 31, 2024,] 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: 26, 2023,] [added: 31, 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated October [removed: 24, 2023,] [added: 28, 2024] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the [removed: consolidated] financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

| Description of the Matter | At August [removed: 26, 2023,] [added: 31, 2024,] the Company’s self-insurance reserve estimate was [removed: $268.8] [added: $257.7] 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: 26,] [added: 31,] | | ​ | August [removed: 27,] [added: 26,] | | ​ | August [removed: 28,] [added: 27,] | |

| _(in thousands, except per share data)_ | ​ | [removed: 2023] [added: (53 weeks)] | | ​ | [removed: 2022] [added: (52 weeks)] | | ​ | [removed: 2021] [added: (52 weeks)] | |

| Net sales | | $ | [removed: 17,457,209] [added: 18,490,268] | | $ | [removed: 16,252,230] [added: 17,457,209] | | $ | [removed: 14,629,585] [added: 16,252,230] |

| Cost of sales, including warehouse and delivery expenses | ​ | ​ | [removed: 8,386,787] [added: 8,673,216] | ​ | ​ | [removed: 7,779,580] [added: 8,386,787] | ​ | ​ | [removed: 6,911,800] [added: 7,779,580] |

| Gross profit | ​ | ​ | [removed: 9,070,422] [added: 9,817,052] | ​ | | [removed: 8,472,650] [added: 9,070,422] | ​ | | [removed: 7,717,785] [added: 8,472,650] |

| Operating, selling, general and administrative expenses | ​ | ​ | [removed: 5,596,436] [added: 6,028,344] | ​ | ​ | [removed: 5,201,921] [added: 5,596,436] | ​ | ​ | [removed: 4,773,258] [added: 5,201,921] |

| Operating profit | ​ | ​ | [removed: 3,473,986] [added: 3,788,708] | ​ | ​ | [removed: 3,270,729] [added: 3,473,986] | ​ | ​ | [removed: 2,944,527] [added: 3,270,729] |

| Interest expense, net | ​ | ​ | [removed: 306,372] [added: 451,578] | ​ | ​ | [removed: 191,638] [added: 306,372] | ​ | ​ | [removed: 195,337] [added: 191,638] |

| Income before income taxes | ​ | ​ | [removed: 3,167,614] [added: 3,337,130] | ​ | | [removed: 3,079,091] [added: 3,167,614] | ​ | | [removed: 2,749,190] [added: 3,079,091] |

| Income tax expense | ​ | ​ | [removed: 639,188] [added: 674,703] | ​ | ​ | [removed: 649,487] [added: 639,188] | ​ | ​ | [removed: 578,876] [added: 649,487] |

| Net income | ​ | $ | [removed: 2,528,426] [added: 2,662,427] | ​ | $ | [removed: 2,429,604] [added: 2,528,426] | ​ | $ | [removed: 2,170,314] [added: 2,429,604] |

| Weighted average shares for basic earnings per share | ​ | | [removed: 18,510] [added: 17,309] | ​ | | [removed: 20,107] [added: 18,510] | ​ | | [removed: 22,237] [added: 20,107] |

| Effect of dilutive stock equivalents | ​ | ​ | [removed: 593] [added: 494] | ​ | ​ | [removed: 626] [added: 593] | ​ | ​ | [removed: 562] [added: 626] |

| Weighted average shares for diluted earnings per share | ​ | | [removed: 19,103] [added: 17,803] | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] |

| Basic earnings per share | ​ | $ | [removed: 136.60] [added: 153.82] | ​ | $ | [removed: 120.83] [added: 136.60] | ​ | $ | [removed: 97.60] [added: 120.83] |

| Diluted earnings per share | ​ | $ | [removed: 132.36] [added: 149.55] | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] |

| ​ | ​ | August [removed: 26,] [added: 31,] | | ​ | August [removed: 27,] [added: 26,] | | ​ | August [removed: 28,] [added: 27,] | |

| _(in thousands)_ | [added: ​] | [removed: 2023] [added: 2024] | | [removed: ​] [added: ​] | [removed: 2022] [added: 2023] | | [removed: ​] [added: ​] | [removed: 2021] [added: 2022] | |

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

| Foreign currency translation adjustments | ​ | | [removed: 103,633] [added: (174,715)] | ​ | | [removed: 7,448] [added: 103,633] | ​ | | [removed: 44,683] [added: 7,448] |

| Unrealized gains (losses) on marketable debt securities, net of taxes | ​ | | [removed: 320] [added: 2,151] | ​ | | [removed: (2,760)] [added: 320] | ​ | | [removed: (1,256)] [added: (2,760)] |

October 28, 2024

October 28, 2024

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

| Net income | ​ | $ | 2,662,427 | ​ | $ | 2,528,426 | ​ | $ | 2,429,604 |

| Cash and cash equivalents | ​ | $ | 298,172 | ​ | $ | 277,054 |

| ​ | ​ | | 6,183,539 | ​ | | 5,596,548 |

| Total assets | ​ | $ | 17,176,538 | ​ | $ | 15,985,878 |

| ​ | ​ | ​ | 2024 | | ​ | 2023 | | ​ | 2022 |

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

| Net income | ​ | $ | 2,662,427 | ​ | $ | 2,528,426 | ​ | $ | 2,429,604 |

| Other, net | ​ | ​ | 11,592 | ​ | ​ | 27,042 | ​ | | 57,987 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,662,427 | ​ | | — | ​ | | — | ​ | | 2,662,427 |

| Total other comprehensive loss | | — | ​ | | — | ​ | | — | ​ | | — | ​ | | (170,782) | ​ | | — | ​ | | (170,782) |

| Retirement of treasury shares | | (1,703) | ​ | | (17) | ​ | | (142,391) | ​ | | (4,128,131) | ​ | | — | ​ | | 4,270,539 | ​ | | — |

| Balance at August 31, 2024 | | 17,451 | ​ | $ | 175 | ​ | $ | 1,621,553 | ​ | $ | (4,424,982) | ​ | $ | (361,618) | ​ | $ | (1,584,742) | ​ | $ | (4,749,614) |

Additionally, the Company sells the ALLDATA brand automotive diagnostic, repair, collision and shop management software through www.alldata.com.

Fiscal 2024 represented 53 weeks.

Vendor receivables are included in “Accounts receivable” on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023.

The Company’s policy is not to write up inventory in excess of replacement cost.

| | ● | Technology; and |

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

There were 118,771, 140,071 and 142,887 stock

Refer to “Note F – Supplier Financing Programs.”

In November 2023, the FASB issued ASU 2023-07, _Segment Reporting (Topic 280)_.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280.

The Company will adopt this standard with our fiscal 2025 annual filing.

The Company is currently evaluating these new disclosure requirements and the impact of adoption.

In December 2023, the FASB issued ASU 2023-09, _Income Taxes (Topic 740)_.

The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements.

The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted.

The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted.

The Company will adopt this standard with our fiscal 2026 annual filing.

measure fair value.

| Other current assets | ​ | $ | 26,697 | ​ | $ | 11,734 | ​ | $ | — | ​ | $ | 38,431 |

| ​ | ​ | $ | 53,728 | ​ | $ | 68,430 | ​ | $ | — | ​ | $ | 122,158 |

| Corporate debt securities | ​ | $ | 32,355 | ​ | $ | 183 | ​ | $ | (78) | ​ | $ | 32,460 |

| Government bonds | ​ | | 50,251 | ​ | | 483 | ​ | | (493) | ​ | | 50,241 |

| Mortgage-backed securities | ​ | | 22,859 | ​ | | 326 | ​ | | (95) | ​ | | 23,090 |

| --- | --- |

October 24, 2023

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

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

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

| Proceeds from disposal of capital assets and other, net | ​ | ​ | 27,042 | ​ | ​ | 57,987 | ​ | | 29,984 |

| Cash and cash equivalents at beginning of period | ​ | ​ | 264,380 | ​ | ​ | 1,171,335 | ​ | | 1,750,815 |

| Balance at August 29, 2020 | | 23,697 | ​ | $ | 237 | ​ | $ | 1,283,495 | ​ | $ | (1,450,970) | ​ | $ | (354,252) | ​ | $ | (356,487) | ​ | $ | (877,977) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,170,314 | ​ | | — | ​ | | — | ​ | | 2,170,314 |

| Retirement of treasury shares | | (1,044) | ​ | | (10) | ​ | | (60,005) | ​ | | (1,139,173) | ​ | | — | ​ | | 1,199,188 | ​ | | — |

| Total other comprehensive income | | — | ​ | | — | ​ | | — | ​ | | — | ​ | | 7,450 | ​ | | — | ​ | | 7,450 |

| (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._ |

common stock equivalents, which are primarily stock options.

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, _Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance_, which requires annual disclosures for entities receiving governmental assistance to provide more transparency.

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

Overview of Share-Based Payment Plans

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

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

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

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

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

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

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

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

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

| Current: | | ​ | | | ​ | | | ​ | |

| Federal | ​ | $ | 423,301 | ​ | $ | 293,022 | ​ | $ | 438,686 |

| Deferred: | ​ | | | ​ | | | ​ | | |

| Federal | ​ | | 20,266 | ​ | | 160,749 | ​ | | (21,366) |

| *​* | ​ | August 27, 2022 | | | | | | | | | | |

| Other current assets | ​ | $ | 49,659 | ​ | $ | 109 | ​ | $ | — | ​ | $ | 49,768 |

| ​ | ​ | $ | 106,960 | ​ | $ | 5,585 | ​ | $ | — | ​ | $ | 112,545 |

| Corporate debt securities | ​ | $ | 15,293 | ​ | $ | 1 | ​ | $ | (298) | ​ | $ | 14,996 |

| Government bonds | ​ | | 88,903 | ​ | | — | ​ | | (1,963) | ​ | | 86,940 |

| Mortgage-backed securities | ​ | | 4,600 | ​ | | — | ​ | | (243) | ​ | | 4,357 |

| ​ | ​ | $ | 115,327 | ​ | $ | 1 | ​ | $ | (2,783) | ​ | $ | 112,545 |

| Balance at August 28, 2021 | ​ | $ | (287,638) | ​ | $ | 589 | ​ | $ | (20,937) | ​ | $ | (307,986) |

As of August [removed: 26, 2023,] [added: 31, 2024,] 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: 26, 2023.][added: 31, 2024.]

There were no changes in our internal control over financial reporting that occurred during the quarter ended August [removed: 26, 2023] [added: 31, 2024] 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: 26, 2023] [added: 31, 2024] 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: 26, 2023,] [added: 31, 2024,] 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: 26, 2023.][added: 31, 2024.]

Without limiting the generality of the foregoing, during the quarterly period ended August [removed: 26, 2023,] [added: 31, 2024,] 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.

Certain information required by Part III is incorporated by reference from AutoZone’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be held on December 18, 2024 (our “Proxy Statement”).

Except for those portions specifically incorporated in this Annual Report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K.

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement [removed: dated October 30, 2023,] [added: relating to our 2024 Annual Meeting of Shareholders,] 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.

We have adopted insider trading policies and procedures that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our Insider Trading Policy states that our directors, officers, and employees are prohibited from trading in securities of AutoZone and other companies while in possession of material, nonpublic information and also that our employees are prohibited from disclosing material, nonpublic information of AutoZone or another publicly traded company to others who may trade on the basis of that information.

Additionally, our policy also describes the Company’s procedures relating to quarterly and non-routine quiet periods during which time directors, officers and designated employees are prohibited from entering into certain transactions involving AutoZone securities.

In addition, directors and officers of the company are required, in all circumstances, to obtain prior approval of transactions involving AutoZone securities.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

The information contained in AutoZone, Inc.’s Proxy Statement [removed: dated October 30, 2023,] [added: relating to our 2024 Annual Meeting of Shareholders,] 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 [removed: dated October 30, 2023,] [added: relating to our 2024 Annual Meeting of Shareholders,] 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, [removed: Inc’s] [added: Inc.’s] Proxy Statement [removed: dated October 30, 2023,] [added: relating to our 2024 Annual Meeting of Shareholders,] 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 [removed: dated October 30, 2023,] [added: relating to our 2024 Annual Meeting of Shareholders,] 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: 26, 2023,] [added: 31, 2024,] August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021](#StatementsofIncome_880869)] [added: 27, 2022](#StatementsofIncome_880869)] |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended August [removed: 26, 2023,] [added: 31, 2024,] August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021](#StatementsofComprehensiveIncome_464381)] [added: 27, 2022](#StatementsofComprehensiveIncome_464381)] |

| [Consolidated Balance Sheets as of August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022](#ConsolidatedBalanceSheets_880763)] [added: 26, 2023](#ConsolidatedBalanceSheets_880763)] |

| [Consolidated Statements of Cash Flows for the fiscal years ended August [removed: 26, 2023,] [added: 31, 2024,] August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021](#ConsolidatedStatementsofCashFlows_609202)] [added: 27, 2022](#ConsolidatedStatementsofCashFlows_609202)] |

| [Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August [removed: 26, 2023,] [added: 31, 2024,] August [removed: 27, 2022] [added: 26, 2023] and August [removed: 28, 2021](#StatementsofStockholdersDeficit_845379)] [added: 27, 2022](#StatementsofStockholdersDeficit_845379)] |

[removed: |] (b) [removed: |] Exhibits [removed: |]

| [removed: 4.31] [added: 4.39] | ​ | [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) |

| *10.4 | ​ | [Form of non-compete and non-solicitation agreement for Section 16 executive officers and by AutoZone, Inc. Incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K for the fiscal year ended August [removed: 27, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d5.htm)] [added: 26, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d5.htm)] |

| *10.12 | ​ | [removed: [Offer letter] [added: [Agreement] dated [removed: August 5, 2020, to Jamere Jackson.] [added: January 2, 2024 with Philip B. Daniele, III.] Incorporated by reference to Exhibit 10.1 [added: to the Current Report] on Form 8-K dated [removed: September 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000117184320006452/exh_101.htm)] [added: January 3, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000117184324000018/exh_101.htm)] |

| *10.13 | ​ | [Amended and Restated AutoZone, Inc. Executive Deferred Compensation Plan dated June 13, [added: 2023. Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the Fiscal year ended August 26,] 2023.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex10d13.htm) |

| *10.14 | ​ | [AutoZone, Inc. Director Compensation Program effective January 1, 2022. Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the fiscal year ended August [removed: 27, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d17.htm)] [added: 26, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d17.htm)] |

| [removed: *10.15] [added: *10.16] ​ | ​ | [Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan dated December 16, 2015. Incorporated by reference to Exhibit A to the definitive proxy statement dated October 26, 2015, for the Annual Meeting of Stockholders held December 16, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515353413/d46810ddef14a.htm) |

| [removed: *10.16] [added: *10.17] | ​ | [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) |

| [removed: *10.17] [added: *10.18] | ​ | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Award Plan for officers effective September 27, 2011. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q dated December 17, 2018.](https://www.sec.gov/Archives/edgar/data/866787/000119312518351223/d658000dex101.htm) |

| [removed: *10.18] [added: *10.19] | ​ | [AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 17, 2020.](https://www.sec.gov/Archives/edgar/data/0000866787/000155837020014451/azo-20201216xex10d1.htm) |

| [removed: *10.19] [added: *10.20] | ​ | [Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 17, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000155837020014451/azo-20201216xex10d2.htm) |

| [removed: *10.20] [added: *10.21] | ​ | [Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K dated December 17, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000155837020014451/azo-20201216xex10d3.htm) |

| [removed: *10.21] [added: *10.22] | ​ | [Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Directors under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K dated December 17, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000155837020014451/azo-20201216xex10d4.htm) |

| [removed: 10.22] [added: 10.23] | ​ | [Fourth Amended and Restated Credit Agreement dated as of November 15, 2021, among AutoZone, Inc. as Borrower, the lenders party thereto and Bank of America, N.A. as Administrative Agent, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated November 16, 2021.](https://www.sec.gov/Archives/edgar/data/866787/000155837021016092/azo-20211115xex10d1.htm) |

| [removed: 10.23] [added: 10.24] | ​ | [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) |

| [removed: *10.24] [added: *10.25] | ​ | [Amendment No. 1 to the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended August 28, 2021.](https://www.sec.gov/Archives/edgar/data/866787/000155837021013446/azo-20210828xex10d34.htm) |

| [removed: *10.25] [added: *10.26] | ​ | [Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal year ended August [removed: 27, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d27.htm)] [added: 26, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d27.htm)] |

| [removed: *10.26] [added: *10.27] | ​ | [Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan. Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the fiscal year ended August [removed: 27, 2022](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d28.htm).] [added: 26, 2023](https://www.sec.gov/Archives/edgar/data/866787/000155837022015239/azo-20220827xex10d28.htm).] |

| 21.1 | ​ | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex21d1.htm)] |

| 23.1 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex23d1.htm)] |

| 31.1 | ​ | [Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex31d1.htm)] |

| 31.2 | ​ | [Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex31d2.htm)] |

| [removed: 32.1] [added: 32.1] | ​ | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex32d1.htm)] |

| [removed: 32.2] [added: 32.2] | ​ | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex32d2.htm)] |

| [removed: *97] [added: 97] | ​ | [AutoZone, Inc. Clawback [removed: Policy.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex97.htm)] [added: Policy. Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K for the fiscal year ended August 26, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000155837023016668/azo-20230826xex97.htm)] |

| 4.31 | ​ | [Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 6.250% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm) |

| 4.32 | ​ | [Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 6.550% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm) |

| 4.33 | ​ | [Form of 6.250% Note due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm) |

| 4.34 | ​ | [Form of 6.550% Note due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm) |

| 4.35 | ​ | [Officers’ Certificate dated June 28, 2024, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.100% Senior Notes due 2029. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm) |

| 4.36 | ​ | [Officers’ Certificate dated June 28, 2024, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.400% Senior Notes due 2034. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm) |

| 4.37 | ​ | [Form of 5.100% Note due 2029. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm) |

| 4.38 | ​ | [Form of 5.400% Note due 2034. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm) |

| *10.15 | ​ | [AutoZone, Inc. Director Compensation Program effective January 1, 2024. Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated March 15, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000155837024003413/azo-20240210xex10d2.htm) |

| 19.1 | ​ | [AutoZone, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex19d1.htm). |

| ​ | ​ | ​ |

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| | Certificate of Principal Executive Officer furnished pursuant to Item 601(b)(32)(ii) of Regulation S-K. |

| [removed: ​] [added: William C. Rhodes, III] | [removed: ​] [added: ​] | [removed: By:] [added: ​] | [removed: /s/ WILLIAM C. RHODES, III] [added: ​] | [added: ​ |]

| [removed: ​] [added: /s/ WILLIAM C. RHODES, III] | [removed: ​] [added: ​] | [removed: ​] [added: Executive Chairman] | [removed: William C. Rhodes, III] [added: ​] | [added: October 28, 2024 |]

| ​ | ​ | ​ | [added: President and] Chief Executive Officer |

| Dated: October [removed: 24, 2023] [added: 28, 2024] | ​ | ​ | |

| /s/ [removed: WILLIAM C. RHODES,] [added: PHILIP B. DANIELE,] III | ​ | [removed: Chairman,] President and Chief Executive Officer | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| [removed: William C. Rhodes,] [added: Philip B. Daniele,] III | ​ | (Principal Executive Officer) | ​ | ​ |

| /s/ JAMERE JACKSON | ​ | Chief Financial Officer | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ J. SCOTT MURPHY | ​ | Vice President and Controller | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ MICHAEL A. GEORGE | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ LINDA A. GOODSPEED | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ EARL G. GRAVES, JR. | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ ENDERSON GUIMARAES | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ BRIAN HANNASCH | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ D. BRYAN JORDAN | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ GALE V. KING | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ GEORGE R. MRKONIC, JR. | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| /s/ JILL A. SOLTAU | ​ | Director | ​ | October [removed: 24, 2023] [added: 28, 2024] |

| ​ | ​ | By: | /s/ Philip B. Daniele, III |

| ​ | ​ | ​ | Philip B. Daniele, III |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | Chairman, President and |