What changed in this filing

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Item 1. Financial Statements

2024-12-20 compared with 2024-06-07 · 87 added, 138 removed, 325 unchanged (41% of the section changed)

22 unchanged sentences

Current portion of operating lease liabilities

Current portion of debt

Accrued expenses and other

10 unchanged sentences

Common stock, par value $ .01 per share, authorized 200,000 shares;

17,425 shares issued and 17,144 shares outstanding as of May 4, 2024;

17,495 shares issued and 16,810 shares outstanding as of November 23, 2024;

17,451 shares issued and 16,926 shares outstanding as of August 31, 2024

6 unchanged sentences

( 2,089,956 )

( 1,584,742 )

Total stockholders’ deficit

6 unchanged sentences

Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands, except per share data)

14 unchanged sentences

Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments

1 unchanged sentence

Net derivative activities, net of taxes

Total other comprehensive income (loss)

Total other comprehensive loss

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirty-Six Weeks Ended

Twelve Weeks Ended

(in thousands)

2 unchanged sentences

Depreciation and amortization of property and equipment

Other non-cash (income) charges

Other non-cash income

Amortization of debt origination fees

11 unchanged sentences

Investment in tax credit equity investments

Proceeds from disposal of capital assets and other, net

Net cash used in investing activities

Cash flows from financing activities:

Net proceeds from commercial paper

Net payments of commercial paper

Proceeds from issuance of debt

Repayment of debt

Net proceeds from sale of common stock

1 unchanged sentence

( 1,486,876 )

( 2,699,996 )

Repayment of principal portion of finance lease liabilities

Net cash used in financing activities

( 1,018,965 )

( 1,388,307 )

Effect of exchange rate changes on cash

Net (decrease) increase in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Twelve Weeks Ended May 4, 2024

Comprehensive

(in thousands)

Balance at February 10, 2024

( 5,978,916 )

( 4,837,321 )

Total other comprehensive income

Purchase of 242 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 4, 2024

( 5,327,190 )

( 4,838,237 )

Twelve Weeks Ended May 6, 2023

Comprehensive

(in thousands)

Balance at February 11, 2023

( 4,471,842 )

( 4,184,170 )

Total other comprehensive income

Purchase of 356 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 6, 2023

( 3,824,119 )

( 1,675,687 )

( 4,301,577 )

Thirty-Six Weeks Ended May 4, 2024

Twelve Weeks Ended November 23, 2024

Comprehensive

5 unchanged sentences

Total other comprehensive loss

Retirement of treasury shares

( 4,128,131 )

Purchase of 160 shares of treasury stock

( 2,459,760 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 4, 2024

Balance at November 23, 2024

( 3,860,049 )

( 2,089,956 )

Thirty-Six Weeks Ended May 6, 2023

( 4,672,921 )

Twelve Weeks Ended November 18, 2023

Comprehensive

4 unchanged sentences

( 4,349,894 )

Total other comprehensive income

Retirement of treasury shares

( 4,157,637 )

Total other comprehensive loss

Purchase of 580 shares of treasury stock

3 unchanged sentences

Share-based compensation expense

Balance at May 6, 2023

Balance at November 18, 2023

( 2,365,815 )

12 unchanged sentences

(“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 31, 2024.

Operating results for the twelve and thirty-six weeks ended May 4, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending August 31, 2024.

Operating results for the twelve weeks ended November 23, 2024, are not necessarily indicative of the results that may be expected for the full fiscal year ending August 30, 2025.

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 quarter of fiscal 2025 has 16 weeks, and the fourth quarter of fiscal 2024 had 17 weeks.

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50) .

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

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

The Company adopted this standard on a retrospective basis beginning with its first quarter ended November 18, 2023.

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

Refer to “Note F – Supplier Financing Programs.”

Recently Issued Accounting Pronouncements

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

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

3 unchanged sentences

Early adoption is permitted.

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

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

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

6 unchanged sentences

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

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) .

This ASU requires disclosure in the notes to financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated.

This ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and early adoption is permitted.

This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements.

The Company will adopt this standard with our fiscal 2028 annual filing.

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

Note B – 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.

The Company’s LIFO credit reserve balance decreased to $ 19.0 million at May 4, 2024 from $ 59.0 million at August 26, 2023 as a result of net deflation, primarily driven by reduced freight costs.

Until the credit reserve balance is exhausted, decreases are recorded as a non-cash benefit to cost of sales and increases are recorded as a non-cash charge to cost of sales.

Debit LIFO reserve balances are not recorded as the Company’s policy is not to write up inventory in excess of replacement cost.

Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or market for domestic inventories and the weighted average cost method stated at the lower of cost or net realizable value for Mexico and Brazil inventories.

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

Due to price changes on the Company’s merchandise purchases, primarily driven by fluctuating freight costs, the Company’s LIFO credit reserve balance was $ 19.0 million at November 23, 2024, and August 31, 2024.

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

Note C – Variable Interest Entities

The Company invests in certain tax credit funds that promote renewable energy and generate a return primarily through the realization of federal tax credits.

The Company considers its investments in these tax credit funds as investments in variable interest entities (“VIEs”).

The Company considers its investment in these tax credit funds as investments in variable interest entities (“VIEs”).

The Company evaluates the investment in any VIE to determine whether it is the primary beneficiary.

The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities.

As of May 4, 2024, the Company held tax credit equity investments that were deemed to be VIEs and determined that it was not the primary beneficiary of the entities, as it did not have the power to direct the activities that most significantly impacted the entities and accounted for these investments using the equity method.

The Company’s maximum exposure to losses is generally limited to its net investment, which was $ 110.9 million as of May 4, 2024 and $ 29.6 million as of August 26, 2023, and was included in Other long-term assets on the accompanying Condensed Consolidated Balance Sheets.

As of November 23, 2024, the Company held tax credit equity investments that were deemed to be VIEs and determined that it was not the primary beneficiary of the entities, as it did not have the power to direct the activities that most significantly impacted the entities and accounted for these investments using the equity method.

The Company’s maximum exposure to losses is generally limited to its net investment, which was $ 84.9 million and $ 53.9 million as of November 23, 2024, and August 31, 2024, respectively, and was included within the Other long-term assets caption in the Condensed Consolidated Balance Sheets.

Note D – Fair Value Measurements

8 unchanged sentences

The Company’s marketable debt securities measured at fair value on a recurring basis were as follows:

November 23, 2024

(in thousands)

5 unchanged sentences

Other long-term assets

At May 4, 2024 and August 26, 2023, 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.

At November 23, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Condensed Consolidated Balance Sheets consisted of short-term marketable debt securities of $ 34.3 million, which are included within Other current assets, and long-term marketable debt securities of $ 86.3 million, 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.

8 unchanged sentences

The Company’s available-for-sale marketable debt securities consisted of the following:

November 23, 2024

(in thousands)

9 unchanged sentences

Asset-backed securities and other

The marketable debt securities held at May 4, 2024 had effective maturities ranging from less than one year to approximately eleven years .

The contractual maturities of the Company’s available for sale marketable debt securities are as follows:

November 23, 2024

(in thousands)

Due within one year

Due after one year through five years

Due after five years through ten years

Due after ten years

At November 23, 2024, the Company held 92 securities that are in an unrealized loss position of approximately $ 1.3 million.

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.

The Company did not realize any material gains or losses on its marketable debt securities during the thirty-six week period ended May 4, 2024 and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 108.7 million and $ 105.0 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 as of May 4, 2024 and August 26, 2023, respectively.

The Company did not realize any material gains or losses on its marketable debt securities during the twelve week period ended November 23, 2024, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 111.5 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 as of November 23, 2024, and August 31, 2024.

Note F – Supplier Financing Programs

2 unchanged sentences

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.

As of May 4, 2024 and August 26, 2023, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 4.8 billion for each period, which are included in Accounts payable and $ 226.0 million and $ 224.8 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

As of November 23, 2024, and August 31, 2024, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 5.0 billion and $ 4.9 billion, respectively, which are included in Accounts payable and $ 206.5 million and $ 226.7 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Note G – Litigation

7 unchanged sentences

3.125 % Senior Notes due April 2026 , effective interest rate 3.28 %

5.050 % Senior Notes due July 2026 , effective interest rate 5.09 %

3 unchanged sentences

3.750 % Senior Notes due April 2029 , effective interest rate 3.86 %

5.100 % Senior Notes due July 2029 , effective interest rate 5.30 %

4.000 % Senior Notes due April 2030 , effective interest rate 4.09 %

4 unchanged sentences

6.550 % Senior Notes due November 2033 , effective interest rate 6.71 %

Commercial paper, weighted average interest rate 5.45 % at May 4, 2024 and 5.43% at August 26, 2023

5.400 % Senior Notes due July 2034 , effective interest rate 5.54 %

Commercial paper, weighted average interest rate 4.65 % at November 23, 2024 and 5.40 % at August 31, 2024

Total debt before discounts and debt issuance costs

Current portion of debt

Discounts and debt issuance costs

1 unchanged sentence

On November 15, 2021, the Company amended and restated its existing revolving credit facility (as amended from time to time, the “Revolving Credit Agreement”) pursuant to which the Company’s borrowing capacity was increased from $ 2.0 billion to $ 2.25 billion, and the maximum borrowing under the Revolving Credit Agreement may, at the Company’s option, subject to lenders’ approval, be increased from $ 2.25 billion to $ 3.25 billion.

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

As amended, the Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable on November 15, 2027 , but AutoZone may make one additional request to extend the termination date for an additional period of one year .

On November 15, 2022, the Company amended the Revolving Credit Agreement, extending the termination date by one year , and on November 15, 2024 the Company amended the Revolving Credit Agreement to extend the termination date an additional one year .

As amended, the Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable on November 15, 2028 .

Revolving borrowings under the Revolving Credit Agreement may be base rate loans, Term Secured Overnight Financing Rate (“SOFR”) loans, or a combination of both, at AutoZone’s election.

1 unchanged sentence

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.

As of May 4, 2024 and August 26, 2023, the Company had no outstanding borrowings and $ 1.8 million of outstanding letters of credit under the Revolving Credit Agreement.

As of November 23, 2024, the Company had no outstanding borrowings and $ 1.7 million of outstanding letters of credit under the Revolving Credit Agreement.

The Company also maintains a letter of credit facility that allows it to request the participating bank to issue letters of credit on its behalf up to an aggregate amount of $ 25 million.

The letter of credit facility is in addition to the letters of credit that may be issued under the Revolving Credit Agreement.

As of May 4, 2024 and August 26, 2023, the Company had $ 16.1 million and $ 25.0 million, respectively, in letters of credit outstanding under the letter of credit facility, which expires in June 2025.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, the Company had $ 128.5 million and $ 107.2 million in letters of credit outstanding as of May 4, 2024 and August 26, 2023, respectively.

These letters of credit have various maturity dates and were issued on an uncommitted basis.

As of May 4, 2024, the $ 1.8 billion commercial paper borrowings and the $ 400 million 3.250 % Senior Notes due April 2025 were included in Long-term debt in the accompanying Condensed Consolidated Balance Sheets as the Company currently has the ability and intent to refinance them on a long-term basis through available capacity under its Revolving Credit Agreement.

As of May 4, 2024, the Company had $ 2.2 billion of availability under its Revolving Credit Agreement, without giving effect to commercial paper borrowings, which would allow it to replace these short-term obligations with a long-term financing facility.

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

On October 25, 2023, the Company issued $ 500 million in 6.250 % Senior Notes due November 2028 and $ 500 million in 6.550 % Senior Notes due November 2033.

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

As of November 23, 2024, and August 31, 2024, the Company had no letters of credit outstanding under the letter of credit facility, which expires in June 2025.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, the Company had $ 141.6 million in letters of credit outstanding as of both November 23, 2024 and August 31, 2024.

These letters of credit

have various maturity dates and were issued on an uncommitted basis.

Additionally, the Company’s total surety bonds commitment was $ 47.7 million at November 23, 2024, compared with $ 48.9 million at August 31, 2024.

Since its fiscal year end, the Company has canceled, issued and modified stand-by letters of credit that are primarily renewed on an annual basis to cover deductible payments to its casualty insurance carriers.

As of November 23, 2024, the $ 565 million commercial paper borrowings, the $ 400 million 3.250 % Senior Notes due April 2025 and the $ 500 million 3.625 % Senior Notes due April 2025 were classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets as the Company currently has the ability and intent to refinance them on a long-term basis through available capacity under its Revolving Credit Agreement.

As of November 23, 2024, the Company had $ 2.2 billion of availability under its Revolving Credit Agreement, without giving effect to commercial paper borrowings, which would allow it to replace these short-term obligations with a long-term financing facility.

The Senior Notes contain a provision that repayment may be accelerated if the Company experiences both a change of control and a rating event (both as defined in the agreements).

2 unchanged sentences

Interest for the Senior Notes is paid on a semi-annual basis.

The fair value of the Company’s debt was estimated at $ 8.8 billion as of May 4, 2024, and $ 7.3 billion as of August 26, 2023, 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 $ 236.2 million and $ 406.6 million at May 4, 2024 and August 26, 2023, respectively, which reflects their face amount, adjusted for any unamortized debt issuance costs and discounts.

As of May 4, 2024, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements.

The fair value of the Company’s debt was estimated at $ 8.9 billion as of November 23, 2024, and $ 9.0 billion as of August 31, 2024, 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 $ 120.8 million and greater than the carrying value of debt by $ 3.5 million at November 23, 2024, and August 31, 2024, respectively, which reflects their face amount, adjusted for any unamortized debt issuance costs and discounts.

As of November 23, 2024, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements.

Note I – Stock Repurchase Program

From January 1, 1998 to May 4, 2024, the Company has repurchased a total of 154.9 million shares of its common stock at an aggregate cost of $ 36.3 billion, including 905.4 thousand shares of its common stock at an aggregate cost of $ 2.5 billion during the thirty-six week period ended May 4, 2024.

On December 20, 2023, the Board voted to authorize the repurchase of an additional $ 2.0 billion of the Company’s common stock in connection with its ongoing share repurchase program, which raised the total value of shares authorized to be repurchased to $ 37.7 billion.

Considering the cumulative repurchases as of May 4, 2024, the Company had $ 1.4 billion remaining under the Board’s authorization to repurchase its common stock.

During the thirty-six week period ended May 4, 2024, the Company retired 1.7 million shares of treasury stock which had been previously repurchased under the Company’s share repurchase program.

The retirement increased Retained deficit by $ 4.1 billion and decreased Additional paid-in capital by $ 142.4 million.

During the comparable prior year period, the Company retired 2.1 million shares of treasury stock, which increased Retained deficit by $ 4.2 billion and decreased Additional paid-in capital by $ 143.4 million.

Subsequent to May 4, 2024 and through May 31, 2024, the Company has repurchased 65.6 thousand shares of its common stock at an aggregate cost of $ 188.0 million.

From January 1, 1998, to November 23, 2024, the Company has repurchased a total of 155.3 million shares of its common stock at an aggregate cost of $ 37.5 billion, including 160.1 thousand shares of its common stock at an aggregate cost of $ 505.2 million during the twelve week period ended November 23, 2024.

On June 19, 2024, the Board voted to authorize the repurchase of an additional $ 1.5 billion of the Company’s common stock in connection with its ongoing share repurchase program, which raised the total value of shares authorized to be repurchased to $ 39.2 billion.

Considering the cumulative repurchases as of November 23, 2024, the Company had $ 1.7 billion remaining under the Board’s authorization to repurchase its common stock.

Subsequent to November 23, 2024, and through December 13, 2024, the Company has repurchased 38.2 thousand shares of its common stock at an aggregate cost of $ 123.2 million.

Note J – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes foreign currency translation adjustments, unrealized gains (losses) on available-for-sale marketable debt securities and activity for interest rate swaps and treasury rate locks that qualified as cash flow hedges.

Changes in Accumulated other comprehensive loss for the twelve week periods ended May 4, 2024 and May 6, 2023 consisted of the following:

(in thousands)

and Other (1)

on Securities

Balance at February 10, 2024

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 4, 2024

(in thousands)

and Other (1)

on Securities

Balance at February 11, 2023

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 6, 2023

Changes in Accumulated other comprehensive loss for the thirty-six week periods ended May 4, 2024 and May 6, 2023 consisted of the following:

Accumulated other comprehensive loss includes foreign currency translation adjustments, unrealized (losses) gains on marketable debt securities, and net derivative activities.

Changes in Accumulated other comprehensive loss for the twelve week periods ended November 23, 2024, and November 18, 2023, consisted of the following:

(in thousands)

2 unchanged sentences

Balance at August 31, 2024

Other comprehensive (loss) income before reclassifications (2)

Other comprehensive loss before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 4, 2024

Balance at November 23, 2024

(in thousands)

2 unchanged sentences

Balance at August 26, 2023

Other comprehensive income before reclassifications (2)

Other comprehensive (loss) income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 6, 2023

Balance at November 18, 2023

(1) Foreign currency is shown net of U.S.

4 unchanged sentences

subsidiaries are intended to be permanently reinvested.

(2) Amounts shown are net of tax .

(2) Amounts shown are net of taxes/tax benefits.

Note K – Share-Based Payments

5 unchanged sentences

Stock Options:

The Company made stock option grants for 134,821 shares during the thirty-six week period ended May 4, 2024 and granted options to purchase 161,510 shares during the comparable prior year period.

The Company made stock option grants for 118,813 shares during the twelve week period ended November 23, 2024, and granted options to purchase 130,723 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 or above the market value of the stock on the date of grant.

4 unchanged sentences

All other employee grants assume a 10 % forfeiture rate, which is based on historical experience.

The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 4, 2024 and May 6, 2023, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 915.03 and $ 764.68 per share, respectively, using the following weighted average key assumptions:

Thirty-Six Weeks Ended

The weighted average fair value of the stock option awards granted during the twelve week periods ended November 23, 2024, and November 18, 2023, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,020.28 and $ 913.31 per share, respectively, using the following weighted average key assumptions:

Twelve Weeks Ended

Expected price volatility

3 unchanged sentences

Dividend yield

During the thirty-six week period ended May 4, 2024, and the comparable prior year period, 185,304 and 208,482 stock options, respectively, were exercised at a weighted average exercise price of $ 801.74 and $ 705.52 , respectively.

As of May 4, 2024, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 131.2 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.1 years.

During the twelve week period ended November 23, 2024, and the comparable prior year period, 41,085 and 44,644 stock options, respectively, were exercised at a weighted average exercise price of $ 872.81 and $ 931.85 , respectively.

As of November 23, 2024, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 196.7 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.3 years.

Restricted Stock Units:

3 unchanged sentences

Grants of non-employee director restricted stock units are made and expensed on January 1 of each year, as they vest immediately.

The Company made grants of 3,173 and 3,584 restricted stock unit awards at weighted average grant date fair values of $ 2,560.56 and $ 2,267.40 , respectively, during the thirty-six week periods ended May 4, 2024 and May 6, 2023.

During the thirty-six week period ended May 4, 2024, and the comparable prior year period, 4,741 and 6,643 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 1,617.00 and $ 1,276.32 , respectively.

As of May 4, 2024, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 8.5 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.6 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) for the twelve and thirty-six week periods ended May 4, 2024, was $ 25.4 million and $ 71.3 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 20.0 million and $ 62.4 million, respectively.

For the twelve and thirty-six week periods ended May 4, 2024, 131,280 and 115,997 , respectively, stock options were excluded from the diluted earnings per share computation because they would have been anti-dilutive.

For the comparable prior year periods, 154,041 and 132,965 anti-dilutive stock options were excluded from the dilutive earnings per share computation.

See AutoZone’s Annual Report on Form 10-K for the year ended August 26, 2023 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.

The Company made grants of 2,054 and 2,173 restricted stock unit awards at weighted average grant date fair values of $ 3,129.78 and $ 2,549.04 , respectively, during the twelve week periods ended November 23, 2024, and November 18, 2023.

During the twelve week period ended November 23, 2024, and the comparable prior year period, 2,529 and 3,741 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 1,716.43 and $ 1,383.34 , respectively.

As of November 23, 2024, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 11.8 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.1 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) was $ 26.1 million and $ 22.9 million, respectively, for the twelve week periods ended November 23, 2024, and November 18, 2023.

For the twelve week period ended November 23, 2024, and the comparable prior year period, 81,028 and 169,798 stock options, respectively, were excluded from the diluted earnings per share computation because they would have been anti-dilutive.

See AutoZone’s Annual Report on Form 10-K for the year ended August 31, 2024, 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 Director Compensation Program.

11 unchanged sentences

Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

5 unchanged sentences

( 1,365,412 )

( 4,067,163 )

( 3,819,261 )

Interest expense, net

5 unchanged sentences

We have reviewed the accompanying condensed consolidated balance sheet of AutoZone, Inc.

(the Company) as of May 4, 2024, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and thirty-six week periods ended May 4, 2024 and May 6, 2023, the condensed consolidated statements of cash flows for the thirty-six week periods ended May 4, 2024 and May 6, 2023 and the related notes (collectively referred to as the “condensed consolidated interim financial statements”).

(the Company) as of November 23, 2024, the related condensed consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for the twelve week periods ended November 23, 2024 and November 18, 2023, 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.

13 unchanged sentences

Memphis, Tennessee

December 20, 2024

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-Q

Item 1. Financial Statements