What changed in this filing

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Item 9A. Controls and Procedures

2020-10-26 compared with 2019-10-28 · 94 added, 161 removed, 138 unchanged (65% of the section changed)

Controls and Procedures

As of August 31, 2019, an evaluation was performed under the supervision and with the participation of

AutoZones 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 31, 2019.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2019 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of August 29, 2020, 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 29, 2020.

Internal Control Over Financial Reporting

A report of AutoZone’s management on our internal control over financial reporting (as such term defined in Rule 13a-15(f) under the Exchange Act) as a report of Ernst & Young, LLP, an independent registered public accounting firm, on the effectiveness of AutoZone’s internal control over financial reporting are included in Part I, Item 8 of this document and is incorporated herein by reference.

Changes in Internal Control Over Financial Reportings

There were no changes in our internal control over financial reporting that occurred during the quarter ended August 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Registered Public Accounting Firm

Our internal control over financial reporting as of August 29, 2020 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 29, 2020, 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 29, 2020.

Other Information

Not applicable.

Directors, Executive Officers and Corporate Governance

The information set forth in Part I of this document in the section entitled Information about our Executive Officers, is incorporated herein by

reference in response to this item.

Additionally, the information contained in AutoZone, Inc.s Proxy Statement dated October 28, 2019, in the sections entitled Proposal 1 Election of Directors and Delinquent

Section 16(a) Reports, is incorporated herein by reference in response to this item.

The Company has adopted a Code of Ethical Conduct for

Financial Executives that applies to its chief executive officer, chief financial officer, chief accounting officer and other financial executives.

The Company has made the Code of Ethical Conduct available at www.autozone.com, by clicking

Investor Relations located at the bottom of the page.

The information set forth in Part I, Item 1 of this document in the section entitled “Information about our Executive Officers,” is incorporated herein by reference in response to this item.

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement dated October 26, 2020, in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.

The Company has adopted a Code of Ethical Conduct for Financial Executives that applies to its chief executive officer, chief financial officer, chief accounting officer and other financial executives.

The Company has made the Code of Ethical Conduct available at www.autozone.com, which can be accessed by clicking “Investor Relations” located at the bottom of the page.

Executive Compensation

The information contained in AutoZone, Inc.s Proxy Statement dated October 28, 2019, in the section entitled Executive Compensation, is

incorporated herein by reference in response to this item.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

The information contained in AutoZone, Inc.s Proxy Statement dated October 28, 2019, in the

sections entitled Security Ownership of Management and Board of Directors, Security Ownership of Certain Beneficial Owners and Equity Compensation Plans Summary Table is incorporated herein by reference in

response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement dated October 26, 2020, in the section entitled “Executive Compensation,” is incorporated herein by reference in response to this item.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in AutoZone, Inc.’s Proxy Statement dated October 26, 2020, 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.

Certain Relationships and Related Transactions, and Director Independence

Not applicable.

The information contained in AutoZone, Inc’s Proxy Statement dated October 26, 2020, in the sections entitled “Related Party Transactions” and “Corporate Governance Matters – Independence” is incorporated herein by reference in response to this item.

Principal Accounting Fees and Services

The information contained in AutoZone, Inc.s Proxy Statement dated October 28, 2019, in the section

entitled Proposal 2 Ratification of Independent Registered Public Accounting Firm, is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement dated October 26, 2020, in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

Exhibits and Financial Statement Schedules

1 unchanged sentence

(a) Financial Statements

The following financial

statements, related notes and reports of independent registered public accounting firm are filed with this Annual Report on Form 10-K in Part II, Item 8:

The following financial statements, related notes and reports of independent registered public accounting firm are filed with this Annual Report on Form 10-K in Part II, Item 8:

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the fiscal years ended August 31, 2019, August 25,

2018, and August 26, 2017

Consolidated Statements of Comprehensive Income for the fiscal years ended August 31, 2019,

August 25, 2018, and August 26, 2017

Consolidated Statements of Income for the fiscal years ended August 29, 2020 , August 31, 2019, and August 25, 2018

Consolidated Statements of Comprehensive Income for the fiscal years ended August 29, 2020, August 31, 2019, and August 25, 2018

Consolidated Balance Sheets as of August 29, 2020, and August 31, 2019

Consolidated Statements of Cash Flows for the fiscal years ended August 31, 2019,

August 25, 2018, and August 26, 2017

Consolidated Statements of Stockholders Deficit for the fiscal years ended August 31,

2019, August 25, 2018, and August 26, 2017

Consolidated Statements of Cash Flows for the fiscal years ended August 29, 2020, August 31, 2019, and August 25, 2018

Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August 29, 2020, August 31, 2019, and August 25, 2018

Notes to Consolidated Financial Statements

following exhibits are being filed herewith:

The following exhibits are being filed herewith:

Restated Articles of Incorporation of AutoZone, Inc.

1 unchanged sentence

Seventh Amended and Restated By-Laws of AutoZone, Inc.

Incorporated by reference to Exhibit 3.1 to the Current

Report on Form 8-K dated March 19, 2018.

Indenture dated as of August

8, 2003, between AutoZone, Inc.

Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated March 19, 2018.

Indenture dated as of August 8, 2003, between AutoZone, Inc.

and Bank One Trust Company, N.A.

1 unchanged sentence

333-107828) filed August 11, 2003.

Officers Certificate dated November 15, 2010, pursuant to Section

3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.000% Senior Notes due 2020.

Incorporated by reference to 4.1 to the Current Report on Form 8-K dated November

Form of 4.000% Senior Notes due 2020.

Incorporated by reference from the Form 8-K dated November 15,

Officers Certificate dated April 24, 2012, pursuant to Section 3.2 of the indenture dated August

8, 2003, setting forth the terms of the 3.700% Senior Notes due 2022.

Officers’ Certificate dated April 24, 2012, pursuant to Section 3.2 of the indenture dated August 8, 2003, setting forth the terms of the 3.700% Senior Notes due 2022.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 24, 2012.

1 unchanged sentence

Incorporated by reference from the Form 8-K dated April 24, 2012 .

Officers Certificate dated November 13, 2012, pursuant to Section

3.2 of the indenture dated August

8, 2003, setting forth the terms of the 2.875% Senior Notes due 2023.

Officers’ Certificate dated November 13, 2012, pursuant to Section 3.2 of the indenture dated August 8, 2003, setting forth the terms of the 2.875% Senior Notes due 2023.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated November 13, 2012.

1 unchanged sentence

Incorporated by reference from the Form 8-K dated November 13, 2012.

Officers Certificate dated April 29, 2013, pursuant to Section 3.2 of the indenture dated August

8, 2003, setting forth the terms of the 3.125% Senior Notes due 2023.

Officers’ Certificate dated April 29, 2013, pursuant to Section 3.2 of the indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2023.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 29, 2013.

1 unchanged sentence

Incorporated by reference to Exhibit 4.2 to the Form 8-K dated April 29, 2013.

Officers Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 2.500% Senior Notes due 2021.

Officers’ Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 2.500% Senior Notes due 2021.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 29, 2015.

1 unchanged sentence

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated April 29, 2015.

Officers Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 3.250% Senior Notes due 2025.

Officers’ Certificate dated April 29, 2015, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.250% Senior Notes due 2025.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 29, 2015.

Form of 3.250% Senior Notes due 2025.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K

dated April 29, 2015.

Officers Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 1.625% Senior Notes due 2019.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 29, 2015.

Form of 1.625% Senior Notes due 2019.

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K

dated April 21, 2016.

Officers Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 3.125% Senior Notes due 2026.

Officers’ Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2026.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 21, 2016.

Form of 3.125% Senior Notes due 2026.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K

dated April 21, 2016.

Officers Certificate dated April 18, 2017, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 3.750% Senior Notes due 2027.

Form 3.125% Senior Notes due 2026.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 21, 2016.

Officers’ Certificate dated April 18, 2017, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2027.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 18, 2017.

Form of 3.750% Senior Notes due 2027.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K

dated April 18, 2017.

Officers Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 3.125% Senior Notes due 2024.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 18, 2017.

Officers Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August

8, 2003, setting forth the terms of the 3.750% Senior Notes due 2029.

Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2024.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 18, 2019.

Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2029.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 18, 2019.

Form of 3.125% Senior Notes due 2024.

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K

dated April 18, 2019.

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated April 18, 2019.

Form of 3.750% Senior Notes due 2029.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K

dated April 18, 2019.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 18, 2019.

Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated March 30, 2020, setting forth the terms of the 3.625% Senior Notes due 2025.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated March 30, 2020.

Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated March 30, 2020, setting forth the terms of the 4.000% Senior Notes due 2030.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated March 30, 2020.

Form of 3.625% Note due 2025.

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated March 30, 2020.

Form of 4.000% Note due 2030.

Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated March 30, 2020.

Form of 4.000% Note due 2030.

Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K dated March 30, 2020.

Form of 1.650% Note due 2031.

Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 14, 2020.

Form of 1.650% Note due 2031.

Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated August 14, 2020.

Officers’ Certificate dated August 14, 2020, pursuant to Section 3.2 of the Indenture, dated August 14, 2020, setting forth the terms of the 1.650% Senior Notes due 2031.

Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 14, 2020.

Description of Securities of AutoZone, Inc.

3 unchanged sentences

2003 Director Compensation Plan.

Incorporated by reference to Appendix D to the definitive proxy statement dated November 1,

2002, for the Annual Meeting of Stockholders held December 12, 2002.

Incorporated by reference to Appendix D to the definitive proxy statement dated November 1, 2002, for the Annual Meeting of Stockholders held December 12, 2002.

Third Amendment to the AutoZone, Inc.

3 unchanged sentences

2006 Stock Option Plan.

Incorporated by reference to Appendix A to the definitive proxy statement dated October

25, 2006, for the Annual Meeting of Stockholders held December 13, 2006.

Incorporated by reference to Appendix A to the definitive proxy statement dated October 25, 2006, for the Annual Meeting of Stockholders held December 13, 2006.

Form of Stock Option Agreement.

Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K

for the fiscal year ended August 25, 2007.

Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K for the fiscal year ended August 25, 2007.

Amended and Restated AutoZone, Inc.

2003 Director Compensation Plan.

Incorporated by reference to Exhibit 99.2 to the Current Report on Form

8-K dated January 4, 2008.

Form of non-compete and non-solicitation agreement for Section 16

executive officers and by AutoZone, Inc.

Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K dated January 4, 2008.

Form of non-compete and non-solicitation agreement for Section 16 executive officers and by AutoZone, Inc.

Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K dated February 15, 2008.

Form of non-compete and non-solicitation agreement approved by AutoZones

Compensation Committee for execution by non-executive officers.

Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K dated

February 15, 2008.

Agreement dated February

14, 2008, between AutoZone, Inc.

Agreement dated February 14, 2008, between AutoZone, Inc.

and William C.

Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K dated February 15, 2008.

Form of non-compete and non-solicitation agreement for Non-Section 16 officers and by AutoZone, Inc.

Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 3, 2008.

AutoZone, Inc.

2015 Executive Incentive Compensation Plan incorporated by reference to Exhibit A to the definitive proxy statement

dated October 27, 2014, for the Annual Meeting of Stockholders held December 18, 2014.

2015 Executive Incentive Compensation Plan incorporated by reference to Exhibit A to the definitive proxy statement dated October 27, 2014, for the Annual Meeting of Stockholders held December 18, 2014.

AutoZone, Inc.

2011 Equity Incentive Award Plan, incorporated by reference to Exhibit A to the definitive proxy statement dated October

25, 2010, for the Annual Meeting of Stockholders held December 15, 2010.

2011 Equity Incentive Award Plan, incorporated by reference to Exhibit A to the definitive proxy statement dated October 25, 2010, for the Annual Meeting of Stockholders held December 15, 2010.

Form of Stock Option Agreement under the 2006 Stock Option Plan, effective September 2010.

Incorporated by reference to Exhibit 10.2 to the Quarterly

Report on Form 10-Q dated December 16, 2010.

Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated December 16, 2010.

Form of Stock Option Agreement under the 2006 Stock Option Plan for certain executive officers, effective September 2010.

Incorporated by reference

to Exhibit 10.3 to the Quarterly Report on Form 10-Q dated December 16, 2010.

Form of Letter Agreement dated as of December

14, 2010, amending certain Stock Option Agreements of executive officers.

Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q dated December 16, 2010.

AutoZone, Inc.

2011 Director Compensation Program.

Form of Letter Agreement dated as of December 14, 2010, amending certain Stock Option Agreements of executive officers.

Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q dated December 16, 2010.

Form of Stock Option Agreement under the 2011 Equity Incentive Award Plan.

Incorporated by reference to Exhibit 10.2 to the Quarterly Report on

Form 10-Q dated March 17, 2011.

Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated March 17, 2011.

Form of Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers effective September 27, 2011.

2 unchanged sentences

Enhanced Severance Pay Plan.

Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form

10-Q dated March 17, 2011.

Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q dated March 17, 2011.

Form of Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers effective September 27, 2011.

2 unchanged sentences

Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended August 27, 2011.

Sixth Amended and Restated AutoZone, Inc.

Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 10.40 to the Annual Report on Form

10-K for the fiscal year ended August 27, 2011.

Second Amendment to the AutoZone, Inc.

Executive Deferred Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Current Report on

Form 8-K dated December 14, 2011.

Offer letter dated April 26, 2012, to Ronald B.

Incorporated by reference to Exhibit 10.39 of Annual Report on Form 10-K dated October 22, 2012.

Offer letter dated February

7, 2013, to Albert Saltiel.

Incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q dated June 12, 2013.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 14, 2011.

Offer letter dated August 5, 2020, to Jamere Jackson.

Incorporated by reference to Exhibit 10.1 on Form 8-K dated September 14, 2020.

Amended and Restated AutoZone, Inc.

3 unchanged sentences

Director Compensation Program effective January 1, 2020.

Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q dated March 25, 2014.

Amended and Restated AutoZone, Inc.

1 unchanged sentence

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.

Third Amended and Restated Credit Agreement dated as of November

18, 2016, among AutoZone, Inc., as Borrower, the lenders party thereto and Bank of America, N.A.

Third Amended and Restated Credit Agreement dated as of November 18, 2016, 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 21, 2016.

1 unchanged sentence

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.

Master Extension, New Commitment and Amendment Agreement dated as of November

18, 2017 among AutoZone, Inc.

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.

Master Extension, New Commitment and Amendment Agreement dated as of November 18, 2017 among AutoZone, Inc.

Bank of America, N.A.

2 unchanged sentences

as Syndication Agent;

Merrill Lynch, Pierce, Fenner

& Smith Incorporated and J.P.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.

Morgan Chase Bank, N.A.

as Joint Lead Arrangers;

Merrill Lynch, Pierce, Fenner

& Smith Incorporated, J.P.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.

Morgan Chase Bank, N.A., SunTrust Robinson Humphrey, Inc., U.S.

1 unchanged sentence

SunTrust Bank, U.S.

Bank National Association, Wells

Fargo Bank, National Association and Barclays Bank PLC as Documentation Agents;

Bank National Association, Wells Fargo Bank, National Association and Barclay’s Bank PLC as Documentation Agents;

and the several lenders party thereto.

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.

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.

364-Day Credit Agreement, dated April 3, 2020, by and among the Company, as borrower, the several lenders from time to time party thereto, and U.S.

Bank, National Association., as administrative agent for the lenders.

Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated April 7, 2020.

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm.

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 2002.

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 2002.

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 2002.

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 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

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XBRL Taxonomy Extension Calculation Document

XBRL Taxonomy Extension Labels Document

XBRL Taxonomy Extension Presentation Document

XBRL Taxonomy Extension Definition Document

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Inline XBRL Taxonomy Extension Presentation Document

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Management contract or compensatory plan or arrangement.

Schedules are omitted

because the information is not required or because the information required is included in the financial statements or notes thereto.

Schedules are omitted because the information is not required or because the information required is included in the financial statements or notes thereto.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AUTOZONE, INC.

4 unchanged sentences

October 26, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ WILLIAM C.

23 unchanged sentences

October 26, 2020

ANDREW MCKENNA

October 28, 2019

Andrew McKenna

/s/ GEORGE R.

1 unchanged sentence

October 26, 2020

October 28, 2019

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures