AUTOZONE INC 10-Q

Item 1. Financial Statements. AUTOZONE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 8, ​ August 29, (in thousands) ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 975,646 ​ $ 1,750,815 Accounts receivable ​ 359,669 ​ 364,774 Merchandise inventories ​ 4,665,477 ​ 4,473,282 Other current assets ​ 223,604 ​ 223,001 Total current assets ​ 6,224,396 ​ 6,811,872 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ ​ ​ Property and equipment ​ 8,538,854 ​ 8,136,542 Less: Accumulated depreciation and amortization ​ ( 3,855,705 ) ​ ( 3,627,321 ) ​ ​ 4,683,149 ​ 4,509,221 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 2,694,846 ​ ​ 2,581,677 Goodwill ​ 302,645 ​ 302,645 Deferred income taxes ​ 30,366 ​ 27,843 Other long-term assets ​ 202,544 ​ 190,614 ​ ​ 3,230,401 ​ 3,102,779 ​ ​ $ 14,137,946 ​ $ 14,423,872 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Deficit ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 5,778,222 ​ $ 5,156,324 Current portion of operating lease liabilities ​ ​ 256,382 ​ ​ 223,846 Accrued expenses and other ​ 884,377 ​ 827,668 Income taxes payable ​ 94,268 ​ 75,253 Total current liabilities ​ 7,013,249 ​ 6,283,091 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 5,267,896 ​ 5,513,371 Operating lease liabilities, less current portion ​ ​ 2,594,506 ​ ​ 2,501,560 Deferred income taxes ​ 366,497 ​ 354,186 Other long-term liabilities ​ 659,190 ​ 649,641 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit: ​ ​ ​ ​ ​ ​ Preferred stock, authorized 1,000 shares; no shares issued ​ — ​ — Common stock, par value $ .01 per share, authorized 200,000 shares; 22,897 shares issued and 21,620 shares outstanding as of May 8, 2021; 23,697 shares issued and 23,376 shares outstanding as of August 29, 2020 ​ 229 ​ 237 Additional paid-in capital ​ 1,381,982 ​ 1,283,495 Retained deficit ​ ( 1,205,600 ) ​ ( 1,450,970 ) Accumulated other comprehensive loss ​ ( 304,382 ) ​ ( 354,252 ) Treasury stock, at cost ​ ( 1,635,621 ) ​ ( 356,487 ) Total stockholders’ deficit ​ ( 1,763,392 ) ​ ( 877,977 ) ​ ​ $ 14,137,946 ​ $ 14,423,872 ​ See Notes to Condensed Consolidated Financial Statements. 3 Table of Contents AUTOZONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Weeks Ended ​ Thirty-Six Weeks Ended ​ ​ May 8, ​ May 9, ​ May 8, ​ May 9, (in thousands, except per share data) ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 3,651,023 $ 2,779,299 $ 9,716,101 $ 8,085,999 Cost of sales, including warehouse and delivery expenses ​ ​ 1,736,077 ​ ​ 1,288,651 ​ ​ 4,566,155 ​ ​ 3,728,221 Gross profit ​ ​ 1,914,946 ​ 1,490,648 ​ ​ 5,149,946 ​ 4,357,778 Operating, selling, general and administrative expenses ​ ​ 1,111,441 ​ ​ 998,975 ​ ​ 3,249,449 ​ ​ 2,958,144 Operating profit ​ ​ 803,505 ​ ​ 491,673 ​ ​ 1,900,497 ​ ​ 1,399,634 Interest expense, net ​ ​ 45,026 ​ ​ 47,450 ​ ​ 137,217 ​ ​ 135,528 Income before income taxes ​ ​ 758,479 ​ 444,223 ​ ​ 1,763,280 ​ 1,264,106 Income tax expense ​ ​ 162,315 ​ ​ 101,327 ​ ​ 378,737 ​ ​ 271,591 Net income ​ $ 596,164 ​ $ 342,896 ​ $ 1,384,543 ​ $ 992,515 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic earnings per share ​ 21,956 ​ 23,386 ​ 22,609 ​ 23,610 Effect of dilutive stock equivalents ​ ​ 559 ​ ​ 442 ​ ​ 545 ​ ​ 550 Weighted average shares for diluted earnings per share ​ 22,515 ​ 23,828 ​ 23,154 ​ 24,160 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 27.15 ​ $ 14.66 ​ $ 61.24 ​ $ 42.04 Diluted earnings per share ​ $ 26.48 ​ $ 14.39 ​ $ 59.80 ​ $ 41.08 ​ See Notes to Condensed Consolidated Financial Statements. AUTOZONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Weeks Ended ​ Thirty-Six Weeks Ended ​ May 8, May 9, May 8, May 9, (in thousands) ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 596,164 ​ $ 342,896 ​ $ 1,384,543 ​ $ 992,515 Other comprehensive (loss) income: ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 3,865 ) ​ ( 104,920 ) ​ 48,731 ​ ( 64,702 ) Unrealized (losses) gains on marketable debt securities, net of taxes ​ ( 337 ) ​ 1,160 ​ ( 838 ) ​ 1,150 Net derivative activities, net of taxes ​ 659 ​ ( 12,419 ) ​ 1,977 ​ ( 11,642 ) Total other comprehensive (loss) income ​ ( 3,543 ) ​ ( 116,179 ) ​ 49,870 ​ ( 75,194 ) Comprehensive income ​ $ 592,621 ​ $ 226,717 ​ $ 1,434,413 ​ $ 917,321 ​ See Notes to Condensed Consolidated Financial Statements. ​ 4 Table of Contents AUTOZONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Six Weeks Ended ​ May 8, ​ May 9, (in thousands) ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ Net income ​ $ 1,384,543 ​ $ 992,515 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ Depreciation and amortization of property and equipment and intangibles ​ 278,044 ​ 272,115 Amortization of debt origination fees ​ 9,326 ​ 6,572 Deferred income taxes ​ 6,047 ​ 24,281 Share-based compensation expense ​ 38,061 ​ 32,251 Changes in operating assets and liabilities: ​ ​ Accounts receivable ​ 8,335 ​ 36,843 Merchandise inventories ​ ( 162,271 ) ​ ( 175,284 ) Accounts payable and accrued expenses ​ 635,058 ​ 20,907 Income taxes payable ​ 22,989 ​ 12,334 Other, net ​ 10,215 ​ 80,574 Net cash provided by operating activities ​ 2,230,347 ​ 1,303,108 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ Capital expenditures ​ ( 375,653 ) ​ ( 273,888 ) Purchase of marketable debt securities ​ ( 52,553 ) ​ ( 82,525 ) Proceeds from sale of marketable debt securities ​ 72,268 ​ 106,690 Investment in tax credit equity investments ​ ​ ( 3,908 ) ​ ​ — Proceeds from disposal of capital assets and other, net ​ 1,183 ​ 1,800 Net cash used in investing activities ​ ( 358,663 ) ​ ( 247,923 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ Net payments of commercial paper ​ — ​ ( 1,030,000 ) Proceeds from issuance of debt ​ — ​ 1,250,000 Repayment of debt ​ ( 250,000 ) ​ — Net proceeds from sale of common stock ​ 121,924 ​ 56,306 Purchase of treasury stock ​ ​ ( 2,478,322 ) ​ ​ ( 930,903 ) Repayment of principal portion of finance lease liabilities ​ ( 44,844 ) ​ ​ ( 43,776 ) Other, net ​ — ​ ( 13,779 ) Net cash used in financing activities ​ ( 2,651,242 ) ​ ( 712,152 ) ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash ​ 4,389 ​ ( 10,215 ) ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents ​ ( 775,169 ) ​ 332,818 Cash and cash equivalents at beginning of period ​ 1,750,815 ​ 176,300 Cash and cash equivalents at end of period ​ $ 975,646 ​ $ 509,118 ​ See Notes to Condensed Consolidated Financial Statements. ​ 5 Table of Contents AUTOZONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Weeks Ended May 8, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ Shares Common Paid-in Retained Comprehensive Treasury ​ ​ (in thousands) ​ Issued ​ Stock ​ Capital ​ Deficit ​ Loss ​ Stock ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 13, 2021 22,796 ​ $ 228 ​ $ 1,314,424 ​ $ ( 1,801,764 ) ​ $ ( 300,839 ) ​ $ ( 735,622 ) ​ $ ( 1,523,573 ) Net income — ​ — ​ — ​ 596,164 ​ — ​ — ​ 596,164 Total other comprehensive income — ​ — ​ — ​ — ​ ( 3,543 ) ​ — ​ ( 3,543 ) Purchase of 663 shares of treasury stock — ​ — ​ — ​ — ​ — ​ ( 899,999 ) ​ ( 899,999 ) Issuance of common stock under stock options and stock purchase plans 101 ​ 1 ​ 55,413 ​ ​ — ​ ​ — ​ ​ — ​ 55,414 Share-based compensation expense — ​ — ​ 12,145 ​ — ​ — ​ — ​ 12,145 Balance at May 8, 2021 22,897 ​ $ 229 ​ $ 1,381,982 ​ $ ( 1,205,600 ) ​ $ ( 304,382 ) ​ $ ( 1,635,621 ) ​ $ ( 1,763,392 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Weeks Ended May 9, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ Shares Common Paid-in Retained Comprehensive Treasury ​ ​ (in thousands) ​ Issued ​ Stock ​ Capital ​ Deficit ​ Loss ​ Stock ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 15, 2020 23,653 ​ $ 237 ​ $ 1,241,734 ​ $ ( 2,534,323 ) ​ $ ( 228,337 ) ​ $ ( 190,430 ) ​ $ ( 1,711,119 ) Net income — ​ — ​ — ​ 342,896 ​ — ​ — ​ 342,896 Total other comprehensive income — ​ — ​ — ​ — ​ ( 116,179 ) ​ — ​ ( 116,179 ) Purchase of 156 shares of treasury stock — ​ — ​ — ​ — ​ — ​ ( 166,057 ) ​ ( 166,057 ) Issuance of common stock under stock options and stock purchase plans 16 ​ — ​ 7,599 ​ ​ — ​ ​ — ​ ​ — ​ 7,599 Share-based compensation expense — ​ — ​ 10,124 ​ — ​ — ​ — ​ 10,124 Balance at May 9, 2020 23,669 ​ $ 237 ​ $ 1,259,457 ​ $ ( 2,191,427 ) ​ $ ( 344,516 ) ​ $ ( 356,487 ) ​ $ ( 1,632,736 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Six Weeks Ended May 8, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ Shares Common Paid-in Retained Comprehensive Treasury ​ ​ (in thousands) ​ Issued ​ Stock ​ Capital ​ Deficit ​ Loss ​ Stock ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at August 29, 2020 23,697 ​ $ 237 ​ $ 1,283,495 ​ $ ( 1,450,970 ) ​ $ ( 354,252 ) ​ $ ( 356,487 ) ​ $ ( 877,977 ) Net income — ​ — ​ — ​ 1,384,543 ​ — ​ — ​ 1,384,543 Total other comprehensive income — ​ — ​ — ​ — ​ 49,870 ​ — ​ 49,870 Retirement of treasury shares ( 1,044 ) ​ ( 10 ) ​ ( 60,005 ) ​ ( 1,139,173 ) ​ — ​ 1,199,188 ​ — Purchase of 1,999 shares of treasury stock — ​ — ​ — ​ — ​ — ​ ( 2,478,322 ) ​ ( 2,478,322 ) Issuance of common stock under stock options and stock purchase plans 244 ​ 2 ​ 121,922 ​ ​ — ​ ​ — ​ ​ — ​ 121,924 Share-based compensation expense — ​ — ​ 36,570 ​ — ​ — ​ — ​ 36,570 Balance at May 8, 2021 22,897 ​ $ 229 ​ $ 1,381,982 ​ $ ( 1,205,600 ) ​ $ ( 304,382 ) ​ $ ( 1,635,621 ) ​ $ ( 1,763,392 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Six Weeks Ended May 9, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ Shares Common Paid-in Retained Comprehensive Treasury ​ ​ (in thousands) ​ Issued ​ Stock ​ Capital ​ Deficit ​ Loss ​ Stock ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at August 31, 2019 25,445 ​ $ 254 ​ $ 1,264,448 ​ $ ( 1,305,347 ) ​ $ ( 269,322 ) ​ $ ( 1,403,884 ) ​ $ ( 1,713,851 ) Net income — ​ — ​ — ​ 992,515 ​ — ​ — ​ 992,515 Total other comprehensive income — ​ — ​ — ​ — ​ ( 75,194 ) ​ — ​ ( 75,194 ) Retirement of treasury shares ( 1,912 ) ​ ( 19 ) ​ ( 99,686 ) ​ ( 1,878,595 ) ​ — ​ 1,978,300 ​ — Purchase of 826 shares of treasury stock — ​ — ​ — ​ — ​ — ​ ( 930,903 ) ​ ( 930,903 ) Issuance of common stock under stock options and stock purchase plans 136 ​ 2 ​ 62,899 ​ ​ — ​ ​ — ​ ​ — ​ 62,901 Share-based compensation expense — ​ — ​ 31,796 ​ — ​ — ​ — ​ 31,796 Balance at May 9, 2020 23,669 ​ $ 237 ​ $ 1,259,457 ​ $ ( 2,191,427 ) ​ $ ( 344,516 ) ​ $ ( 356,487 ) ​ $ ( 1,632,736 ) ​ See Notes to Condensed Consolidated Financial Statements . 6 Table of Contents ​ AUTOZONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A – General The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and related notes included in the AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 29, 2020. Operating results for the twelve and thirty-six weeks ended May 8, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year ending August 28, 2021. Each of the first three quarters of AutoZone’s fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters of fiscal 2021 and 2020 each have 16 weeks. Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance on a prospective basis in the first quarter of fiscal 2021. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which was subsequently amended in November 2018 through ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses . ASU 2016-13 requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The Company adopted this guidance using the modified retrospective adoption method beginning with its first quarter ended November 21, 2020. The adoption of this new guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements and related disclosures. The balance for allowance for uncollectable accounts was $ 11.1 million at May 8, 2021 and $ 10.0 million at August 29, 2020. ​ Note B – Share-Based Payments AutoZone maintains several equity incentive plans, which provide equity-based compensation to non-employee directors and eligible employees for their service to AutoZone, its subsidiaries or affiliates. The Company recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date. Share-based payments include stock option grants, restricted stock grants, restricted stock unit grants, stock appreciation rights, discounts on shares sold to employees under share purchase plans and other awards. Additionally, directors’ fees are paid in restricted stock units with value equivalent to the value of shares of common stock as of the grant date. The change in fair value of liability-based stock awards is also recognized in share-based compensation expense. 7 Table of Contents Stock Options: The Company made stock option grants of 196,520 shares during the thirty-six week period ended May 8, 2021 and granted options to purchase 188,324 shares during the comparable prior year period. The Company grants options to purchase common stock to certain of its employees under its equity incentive plans at prices equal to the market value of the stock on the date of grant. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date. ​ The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 8, 2021 and May 9, 2020, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 299.99 and $ 252.39 per share, respectively, using the following weighted average key assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirty-Six Weeks Ended ​ ​ May 8, May 9, ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ Expected price volatility 28 % 22 % Risk-free interest rate 0.4 % 1.4 % Weighted average expected lives (in years) 5.6 5.5 Forfeiture rate 10 % 10 % Dividend yield 0 % 0 % ​ During the thirty-six week period ended May 8, 2021, 239,177 stock options were exercised at a weighted average exercise price of $ 513.51 . In the comparable prior year period, 121,236 stock options were exercised at a weighted average exercise price of $ 480.39 . Restricted Stock Units: Restricted stock unit awards are valued at the market price of a share of the Company’s stock on the date of grant. Grants of employee restricted stock units vest ratably on an annual basis over a four-year service period and are payable in shares of common stock on the vesting date. Compensation expense for grants of employee restricted stock units is recognized on a straight-line basis over the four-year service period, less estimated forfeitures, which are consistent with stock option forfeiture assumptions. Grants of non-employee director restricted stock units are made and expensed on January 1 of each year, as they vest immediately. As of May 8, 2021, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 12.1 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.6 years. Transactions related to restricted stock units for the thirty-six weeks ended May 8, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Number Average Grant ​ ​ of Shares ​ Date Fair Value ​ ​ ​ ​ ​ ​ Nonvested at August 29, 2020 14,160 ​ $ 910.63 Granted 8,064 ​ ​ 1,149.77 Vested ( 5,805 ) ​ 977.48 Canceled or forfeited ( 367 ) ​ 1,025.45 Nonvested at May 8, 2021 16,052 ​ $ 1,003.38 ​ Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) was $ 13.9 million for the twelve week period ended May 8, 2021, and $ 10.1 million for the comparable prior year period. Total share-based compensation expense was $ 38.1 million for the thirty-six week period ended May 8, 2021, and $ 32.3 million for the comparable prior year period. 8 Table of Contents For the twelve week period ended May 8, 2021, 142,660 stock options were excluded from the diluted earnings per share computation because they would have been anti-dilutive. For the comparable prior year period, 187,965 anti-dilutive shares were excluded from the dilutive earnings per share computation. There were 166,456 anti-dilutive shares excluded from the diluted earnings per share computation for the thirty-six week period ended May 8, 2021, and 161,321 anti-dilutive shares excluded for the comparable prior year period. See AutoZone’s Annual Report on Form 10-K for the year ended August 29, 2020 and other filings with the SEC, for a discussion regarding the methodology used in developing AutoZone’s assumptions to determine the fair value of the option awards and a description of AutoZone’s Amended and Restated 2011 Equity Incentive Award Plan, the AutoZone, Inc. 2020 Omnibus Incentive Award Plan and the 2020 Director Compensation Program. Note C – Fair Value Measurements The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures , the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 inputs —unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs —inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 3 inputs —unobservable inputs for the asset or liability, which are based on the Company’s own assumptions as there is little, if any, observable activity in identical assets or liabilities. Marketable Debt Securities Measured at Fair Value on a Recurring Basis The Company’s marketable debt securities measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 8, 2021 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 50,579 ​ $ — ​ $ — ​ $ 50,579 Other long-term assets ​ 58,015 ​ 17,857 ​ — ​ 75,872 ​ ​ $ 108,594 ​ $ 17,857 ​ $ — ​ $ 126,451 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 29, 2020 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 75,651 ​ $ 467 ​ $ — ​ $ 76,118 Other long-term assets ​ 58,792 ​ 12,329 ​ — ​ 71,121 ​ ​ $ 134,443 ​ $ 12,796 ​ $ — ​ $ 147,239 ​ At May 8, 2021, the fair value measurement amounts for assets and liabilities recorded in the accompanying Condensed Consolidated Balance Sheets consisted of short-term marketable debt securities, which are included within Other current assets, and long-term marketable debt securities, which are included in Other long-term assets. The Company’s marketable debt securities are typically valued at the closing price in the principal active market as of the last business day of the quarter or through the use of other market inputs relating to the securities, including benchmark yields and reported trades. The fair values of the marketable debt securities, by asset class, are described in “Note D – Marketable Debt Securities.” 9 Table of Contents Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company’s debt is included in “Note G – Financing.” Note D – Marketable Debt Securities Marketable debt securities are carried at fair value, with unrealized gains and losses, net of income taxes, recorded in Accumulated other comprehensive loss until realized, and any credit risk related losses are recognized in net income in the period incurred. The Company’s basis for determining the cost of a security sold is the “Specific Identification Model.” The Company’s available-for-sale marketable debt securities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 8, 2021 ​ Amortized Gross Gross ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair (in thousands) ​ Basis ​ Gains ​ Losses ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate debt securities ​ $ 31,660 ​ $ 546 ​ $ — ​ $ 32,206 Government bonds ​ 69,237 ​ 580 ​ — ​ 69,817 Mortgage-backed securities ​ 4,912 ​ 64 ​ — ​ 4,976 Asset-backed securities and other ​ 19,361 ​ 104 ​ ( 13 ) ​ 19,452 ​ ​ $ 125,170 ​ $ 1,294 ​ $ ( 13 ) ​ $ 126,451 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 29, 2020 ​ Amortized Gross Gross ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair (in thousands) ​ Basis ​ Gains ​ Losses ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate debt securities ​ $ 46,652 ​ $ 970 ​ $ ( 4 ) ​ $ 47,618 Government bonds ​ 44,594 ​ 1,172 ​ — ​ 45,766 Mortgage-backed securities ​ 4,842 ​ 75 ​ — ​ 4,917 Asset-backed securities and other ​ 48,798 ​ 143 ​ ( 3 ) ​ 48,938 ​ ​ $ 144,886 ​ $ 2,360 ​ $ ( 7 ) ​ $ 147,239 ​ The debt securities held at May 8, 2021, had effective maturities ranging from less than one year to approximately four years . At May 8, 2021, the Company held eight securities that are in an unrealized loss position of approximately $ 13 thousand. In evaluating whether a credit loss exists for the securities, the Company considers factors such as the severity of the loss position, the credit worthiness of the investee, the term to maturity and the intent and ability to hold the investments until maturity or until recovery of fair value. An allowance for credit losses was deemed unnecessary given consideration of the factors above. ​ Included above in total available-for-sale marketable debt securities are $ 62.4 million of marketable debt securities transferred by the Company’s insurance captive to a trust account to secure its obligations to an insurance company related to future workers’ compensation and casualty losses. 10 Table of Contents Note E – Derivative Financial Instruments At May 8, 2021, the Company had $ 28.6 million recorded in Accumulated other comprehensive loss related to realized losses associated with terminated interest rate swap and treasury rate lock derivatives, which were designated as hedging instruments. Net losses are amortized into Interest expense over the remaining life of the associated debt. During the twelve week periods ended May 8, 2021 and May 9, 2020, the Company reclassified $ 863 thousand and $ 509 thousand of net losses from Accumulated other comprehensive loss to Interest expense, respectively. During the thirty-six week period ended May 8, 2021 and the comparable prior year period, the Company reclassified $ 2.6 million and $ 1.5 million of net losses from Accumulated other comprehensive loss to Interest expense, respectively. The Company expects to reclassify $ 3.7 million of net losses from Accumulated other comprehensive loss to Interest expense over the next 12 months. Note F – Merchandise Inventories Merchandise inventories include related purchasing, storage and handling costs. Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or net realizable value for domestic inventories and the weighted average cost method stated at the lower of cost or net realizable value for Mexico and Brazil inventories. Due to historical price deflation on the Company’s merchandise purchases, the Company has exhausted its LIFO reserve balance. The Company’s policy is not to write up inventory in excess of replacement cost. The difference between LIFO cost and replacement cost, which will be reduced upon experiencing price inflation on the Company’s merchandise purchases, was $ 363.7 million at May 8, 2021 and $ 357.0 million at August 29, 2020. ​ Note G – Financing The Company’s debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ May 8, August 29, (in thousands) ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ 2.500 % Senior Notes due April 2021 , effective interest rate of 2.62 % ​ $ — ​ $ 250,000 3.700 % Senior Notes due April 2022 , effective interest rate of 3.85 % ​ 500,000 ​ 500,000 2.875 % Senior Notes due January 2023 , effective interest rate of 3.21 % ​ 300,000 ​ 300,000 3.125 % Senior Notes due July 2023 , effective interest rate of 3.26 % ​ 500,000 ​ 500,000 3.125 % Senior Notes due April 2024 , effective interest rate 3.32 % ​ 300,000 ​ 300,000 3.250 % Senior Notes due April 2025 , effective interest rate 3.36 % ​ 400,000 ​ 400,000 3.625 % Senior Notes due April 2025 , effective interest rate 3.78 % ​ ​ 500,000 ​ ​ 500,000 3.125 % Senior Notes due April 2026 , effective interest rate of 3.28 % ​ 400,000 ​ 400,000 3.750 % Senior Notes due June 2027 , effective interest rate of 3.83 % ​ 600,000 ​ 600,000 3.750 % Senior Notes due April 2029 , effective interest rate of 3.86 % ​ 450,000 ​ 450,000 4.000 % Senior Notes due April 2030 , effective interest rate 4.09 % ​ ​ 750,000 ​ ​ 750,000 1.650 % Senior Notes due January 2031 , effective interest rate of 2.19 % ​ ​ 600,000 ​ ​ 600,000 Total debt before discounts and debt issuance costs ​ 5,300,000 ​ 5,550,000 Less: Discounts and debt issuance costs ​ 32,104 ​ 36,629 Long-term debt ​ $ 5,267,896 ​ $ 5,513,371 ​ On March 15, 2021, the Company repaid the $ 250 million 2.500 % Senior Notes due April 2021, which were callable at par in March 2021. ​ As of May 8, 2021, the $ 500 million 3.700 % Senior Notes due April 2022 are classified as long-term in the accompanying Condensed Consolidated Balance Sheets as the Company has the ability and intent to refinance them on a long-term basis through available capacity in its Revolving Credit Agreement. A s of May 8, 2021, the Company had $ 1.998 billion of availability under its $ 2.0 billion Revolving Credit Agreement, which would allow the Company to replace these short-term obligations with long-term financing facilities. ​ 11 Table of Contents The Company entered into a Master Extension, New Commitment and Amendment Agreement dated as of November 18, 2017 (the “Extension Amendment”) to the Third Amended and Restated Credit Agreement dated as of November 18, 2016, as amended, modified, extended or restated from time to time (the “Revolving Credit Agreement”). Under the Extension Amendment: (i) the Company’s borrowing capacity under the Revolving Credit Agreement was increased from $ 1.6 billion to $ 2.0 billion; (ii) the maximum borrowing under the Revolving Credit Agreement may, at the Company’s option, subject to lenders approval, be increased from $ 2.0 billion to $ 2.4 billion; (iii) the termination date of the Revolving Credit Agreement was extended from November 18, 2021 until November 18, 2022 ; and (iv) the Company has the option to make one additional written request of the lenders to extend the termination date then in effect for an additional year. Under the Revolving Credit Agreement, the Company may borrow funds consisting of Eurodollar loans, base rate loans or a combination of both. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in the Revolving Credit Agreement, depending upon the Company’s senior, unsecured, (non-credit enhanced) long-term debt ratings. Interest accrues on base rate loans as defined in the Revolving Credit Agreement. As of May 8, 2021, the Company had no outstanding borrowings and $ 1.7 million of outstanding letters of credit under the Revolving Credit Agreement. Under the Company’s Revolving Credit Agreement, covenants include restrictions on liens, a maximum debt to earnings ratio, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances. On April 3, 2020, the Company entered into a 364-Day Credit Agreement (the “364-Day Credit Agreement”) to supplement the Company’s existing Revolving Credit Agreement. The 364-Day Credit Agreement provided for loans in the aggregate principal amount of up to $ 750 million. The 364-Day Credit Agreement had a termination date of, and any amounts borrowed under the 364-Day Credit Agreement were due and payable on, April 2, 2021. Revolving loans under the 364-Day Credit Agreement could be base rate loans, Eurodollar loans, or a combination of both, at the Company’s election. Effective February 22, 2021, the Company terminated the 364-Day Credit Agreement. There were no borrowings outstanding under the 364-Day Credit Agreement. The Company entered into the 364-Day Credit Agreement to augment its access to liquidity due to macroeconomic conditions existing at the time, and the Company determined the additional access to liquidity was no longer necessary. All Senior Notes are subject to an interest rate adjustment if the debt ratings assigned are downgraded (as defined in the agreements). Further, the Senior Notes contain a provision that repayment may be accelerated if the Company experiences a change in control (as defined in the agreements). The Company’s borrowings under its Senior Notes contain minimal covenants, primarily restrictions on liens, sale and leaseback transactions and consolidations, mergers and the sale of assets. All of the repayment obligations under its borrowing arrangements may be accelerated and come due prior to the scheduled payment date if covenants are breached or an event of default occurs. The fair value of the Company’s debt was estimated at $ 4.758 billion as of May 8, 2021, and $ 6.081 billion as of August 29, 2020, based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same terms (Level 2). Such fair value is less than the carrying value of debt by $ 509.5 million and greater than the carrying value of debt by $ 567.5 million at May 8, 2021 and August 29, 2020, respectively, which reflects their face amount, adjusted for any unamortized debt issuance costs and discounts. As of May 8, 2021, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements. ​ ​ 12 Table of Contents Note H – Stock Repurchase Program From January 1, 1998 to May 8, 2021, the Company has repurchased a total of 149.7 million shares of its common stock at an aggregate cost of $ 24.832 billion, including 2.0 million shares of its common stock at an aggregate cost of $ 2.478 billion during the thirty-six week period ended May 8, 2021. On December 15, 2020, the Board voted to increase the repurchase authorization by $ 1.5 billion. On March 23, 2021, the Board voted to increase the repurchase authorization by an additional $ 1.5 billion. This raised the total value of shares authorized to be repurchased to $ 26.15 billion. Considering the cumulative repurchases as of May 8, 2021, the Company had $ 1.318 billion remaining under the Board’s authorization to repurchase its common stock. During the thirty-six week period ended May 8, 2021, the Company retired 1.0 million shares of treasury stock which had previously been repurchased under the Company’s share repurchase program. The retirement increased Retained deficit by $ 1.139 billion and decreased Additional paid-in capital by $ 60.0 million. During the comparable prior year period, the Company retired 1.9 million shares of treasury stock, which increased Retained deficit by $ 1.879 billion and decreased Additional paid-in capital by $ 99.7 million. Subsequent to May 8, 2021, the Company has repurchased 119,391 shares of its common stock at an aggregate cost of $ 174.8 million. Note I – Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes foreign currency translation adjustments, activity for interest rate swaps and treasury rate locks that qualify as cash flow hedges and unrealized gains (losses) on available-for-sale debt securities. ​ Changes in Accumulated other comprehensive loss for the twelve week periods ended May 8, 2021 and May 9, 2020 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Currency and ​ Gain (Loss) ​ ​ ​ ​ ​ ​ (in thousands) Other (3) on Securities ​ Derivatives ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 13, 2021 ​ $ ( 279,725 ) ​ $ 1,344 ​ $ ( 22,458 ) ​ $ ( 300,839 ) Other comprehensive (loss) before reclassifications (1)(2) ​ ( 3,865 ) ​ ( 346 ) ​ — ​ ( 4,211 ) Amounts reclassified from Accumulated other comprehensive (loss) (1)(2) ​ — ​ 9 ​ 659 ​ 668 Balance at May 8, 2021 ​ $ ( 283,590 ) ​ $ 1,007 ​ $ ( 21,799 ) ​ $ ( 304,382 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Currency and ​ Gain (Loss) ​ ​ ​ ​ ​ ​ (in thousands) Other (3) on Securities ​ Derivatives ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 15, 2020 ​ $ ( 225,380 ) ​ $ 581 ​ $ ( 3,538 ) ​ $ ( 228,337 ) Other comprehensive (loss) income before reclassifications (1)(2) ​ ( 104,920 ) ​ 1,116 ​ ( 12,808 ) ​ ( 116,612 ) Amounts reclassified from Accumulated other comprehensive income (loss) (1)(2) ​ — ​ 44 ​ 389 ​ 433 Balance at May 9, 2020 ​ $ ( 330,300 ) ​ $ 1,741 ​ $ ( 15,957 ) ​ $ ( 344,516 ) ​ ​ ​ 13 Table of Contents Changes in Accumulated other comprehensive loss for the thirty-six week periods ended May 8, 2021 and May 9, 2020 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Currency and ​ Gain (Loss) ​ ​ ​ ​ ​ ​ (in thousands) Other (3) on Securities ​ Derivatives ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at August 29, 2020 ​ $ ( 332,321 ) ​ $ 1,845 ​ $ ( 23,776 ) ​ $ ( 354,252 ) Other comprehensive income (loss) before reclassifications (1)(2) ​ 48,731 ​ ( 861 ) ​ — ​ 47,870 Amounts reclassified from Accumulated other comprehensive (loss) income (1)(2) ​ — ​ 23 ​ 1,977 ​ 2,000 Balance at May 8, 2021 ​ $ ( 283,590 ) ​ $ 1,007 ​ $ ( 21,799 ) ​ $ ( 304,382 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Currency and ​ Gain (Loss) ​ ​ ​ ​ ​ ​ (in thousands) Other (3) on Securities ​ Derivatives ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at August 31, 2019 ​ $ ( 265,598 ) ​ $ 591 ​ $ ( 4,315 ) ​ $ ( 269,322 ) Other comprehensive (loss) income before reclassifications (1)(2) ​ ( 64,702 ) ​ 1,063 ​ ( 12,808 ) ​ ( 76,447 ) Amounts reclassified from Accumulated other comprehensive income (loss) (1)(2) ​ — ​ 87 ​ 1,166 ​ 1,253 Balance at May 9, 2020 ​ $ ( 330,300 ) ​ $ 1,741 ​ $ ( 15,957 ) ​ $ ( 344,516 ) ​ (1) Amounts in parentheses indicate debits to Accumulated other comprehensive loss. (2) Amounts shown are net of taxes/tax benefits. (3) Foreign currency is shown net of U.S. tax to account for foreign currency impacts of certain undistributed non-U.S. subsidiaries earnings. Other foreign currency is not shown net of additional U.S. tax as other basis differences of non-U.S. subsidiaries are intended to be permanently reinvested . ​ Note J – Litigation The Company is involved in various legal proceedings incidental to the conduct of its business, including, but not limited to, several lawsuits containing class-action allegations in which the plaintiffs are current and former hourly and salaried employees who allege various wage and hour violations and unlawful termination practices. While the resolution of these matters cannot be predicted with certainty, management does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company’s Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Cash Flows. Note K – Segment Reporting The Company’s operating segments (Domestic Auto Parts, Mexico and Brazil) are aggregated as one reportable segment: Auto Parts Stores. The criteria the Company used to identify the reportable segment are primarily the nature of the products the Company sells and the operating results that are regularly reviewed by the Company’s chief operating decision maker to make decisions about the resources to be allocated to the business units and to assess performance. The accounting policies of the Company’s reportable segment are the same as those described in “Note A – Significant Accounting Policies” in its Annual Report on Form 10-K for the year ended August 29, 2020. The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories through the Company’s 6,657 locations in the U.S., Mexico and Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. 14 Table of Contents The Other category reflects business activities of two operating segments that are not separately reportable due to the materiality of these operating segments. The operating segments include ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the automotive repair industry, and E-commerce, which includes direct sales to customers through www.autozone.com for sales that are not fulfilled by local stores. The Company evaluates its reportable segment primarily on the basis of net sales and segment profit, which is defined as gross profit. Segment results for the periods presented were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Weeks Ended ​ Thirty-Six Weeks Ended ​ May 8, May 9, May 8, May 9, (in thousands) ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Sales ​ ​ ​ ​ Auto Parts Stores ​ $ 3,590,281 ​ $ 2,724,604 ​ $ 9,551,576 ​ $ 7,932,831 Other ​ 60,742 ​ 54,695 ​ 164,525 ​ 153,168 Total ​ $ 3,651,023 ​ $ 2,779,299 ​ $ 9,716,101 ​ $ 8,085,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Profit ​ ​ ​ ​ Auto Parts Stores ​ $ 1,877,240 ​ $ 1,454,705 ​ $ 5,042,124 ​ $ 4,252,136 Other ​ 37,706 ​ 35,943 ​ 107,822 ​ 105,642 Gross profit ​ 1,914,946 ​ 1,490,648 ​ 5,149,946 ​ 4,357,778 Operating, selling, general and administrative expenses ​ ( 1,111,441 ) ​ ( 998,975 ) ​ ( 3,249,449 ) ​ ( 2,958,144 ) Interest expense, net ​ ( 45,026 ) ​ ( 47,450 ) ​ ( 137,217 ) ​ ( 135,528 ) Income before income taxes ​ $ 758,479 ​ $ 444,223 ​ $ 1,763,280 ​ $ 1,264,106 ​ ​ ​ ​ ​ ​ 15 Table of Contents ​ Report of Independent Registered Public Accounting Firm ​ ​ The Board of Directors and Stockholders AutoZone, Inc. ​ Results of Review of Interim Financial Statements We have reviewed the accompanying condensed consolidated balance sheet of AutoZone, Inc. (the Company) as of May 8, 2021, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and thirty-six week periods ended May 8, 2021 and May 9, 2020, the condensed consolidated statements of cash flows for the thirty-six week periods ended May 8, 2021 and May 9, 2020, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles. ​ We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of August 29, 2020, the related consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated October 26, 2020, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 29, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. ​ Basis for Review Results These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. ​ /s/ Ernst & Young LLP ​ ​ Memphis, Tennessee June 11, 2021 ​ ​ 16 Table of Contents