What changed in this filing

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Item 1. Financial Statements

2025-03-21 compared with 2024-12-20 · 126 added, 67 removed, 345 unchanged (36% of the section changed)

34 unchanged sentences

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

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

16,822 shares issued and 16,747 shares outstanding as of February 15, 2025;

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

6 unchanged sentences

( 1,584,742 )

Total stockholders’ deficit

6 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands, except per share data)

14 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

1 unchanged sentence

Foreign currency translation adjustments

Unrealized (losses) gains on marketable debt securities, net of taxes

Unrealized gains (losses) on marketable debt securities, net of taxes

Net derivative activities, net of taxes

Total other comprehensive loss

Total other comprehensive (loss) income

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

16 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 payments of commercial paper

Net proceeds from (payments of) commercial paper

Proceeds from issuance of debt

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Twelve Weeks Ended November 23, 2024

Twelve Weeks Ended February 15, 2025

Comprehensive

(in thousands)

Balance at August 31, 2024

Balance at November 23, 2024

( 3,860,049 )

2 unchanged sentences

Total other comprehensive loss

Retirement of treasury shares

( 2,049,117 )

Purchase of 100 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 15, 2025

( 5,421,243 )

( 4,457,773 )

Twelve Weeks Ended February 10, 2024

Comprehensive

(in thousands)

Balance at November 18, 2023

2 unchanged sentences

( 5,213,671 )

Twelve Weeks Ended November 18, 2023

Total other comprehensive income

Retirement of treasury shares

( 4,128,131 )

Purchase of 84 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 10, 2024

( 5,978,916 )

( 4,837,321 )

Twenty-Four Weeks Ended February 15, 2025

Comprehensive

5 unchanged sentences

Total other comprehensive loss

Retirement of treasury shares

( 2,049,117 )

Purchase of 260 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 15, 2025

( 5,421,243 )

( 4,457,773 )

Twenty-Four Weeks Ended February 10, 2024

Comprehensive

(in thousands)

Balance at August 26, 2023

( 2,959,278 )

( 2,684,961 )

( 4,349,894 )

Total other comprehensive loss

Retirement of treasury shares

( 4,128,131 )

Purchase of 663 shares of treasury stock

( 1,725,047 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at November 18, 2023

( 2,365,815 )

Balance at February 10, 2024

( 5,978,916 )

11 unchanged sentences

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

Operating results for the twelve and twenty-four weeks ended February 15, 2025, 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.

7 unchanged sentences

Early adoption is permitted.

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

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

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

4 unchanged sentences

however, retrospective application is permitted.

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

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

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.

This ASU requires disclosure in the notes to the 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 is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting 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 will adopt this standard with its fiscal 2028 annual filing.

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

1 unchanged sentence

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 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.

Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or market 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 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.

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 February 15, 2025, 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.

1 unchanged sentence

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

The Company considers its investments 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 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.

As of February 15, 2025, 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 $ 91.2 million and $ 53.9 million as of February 15, 2025, and August 31, 2024, respectively, and was included in Other long-term assets 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

February 15, 2025

(in thousands)

5 unchanged sentences

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.

At February 15, 2025, and August 31, 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 $ 28.8 million and $ 38.4 million, respectively, which are included in Other current assets, and long-term marketable debt securities of $ 93.4 million and $ 83.7 million, respectively, 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.

5 unchanged sentences

Note E – 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 holds marketable debt securities in its wholly-owned insurance captive subsidiary.

These 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:

November 23, 2024

February 15, 2025

(in thousands)

10 unchanged sentences

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

November 23, 2024

February 15, 2025

(in thousands)

3 unchanged sentences

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.

The Company held 91 securities that were in an unrealized loss position of approximately $ 1.2 million at February 15, 2025, and 45 securities in an unrealized loss position of approximately $ 0.7 million at August 31, 2024.

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 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.

The Company did not realize any material gains or losses on its marketable debt securities during the twenty-four week period ended February 15, 2025, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 112.9 million and $ 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 February 15, 2025, and August 31, 2024, respectively.

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 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.

As of February 15, 2025, and August 31, 2024 , the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 5.2 billion and $ 4.9 billion respectively, which are included in Accounts payable and $ 219.2 million and $ 226.7 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Note G – Litigation

The Company is involved in various legal proceedings incidental to the conduct of its business, including, but not limited to, claims and allegations related to wage and hour violations, unlawful termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance.

product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance.

The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company’s financial condition, results of operations or cash flows.

18 unchanged sentences

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

Commercial paper, weighted average interest rate 4.50 % at February 15, 2025 and 5.40 % at August 31, 2024

Total debt before discounts and debt issuance costs

7 unchanged sentences

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 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 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.

As of February 15, 2025, and August 31, 2024, the Company had no outstanding borrowings and $ 1.7 million and $ 1.8 million, respectively, of outstanding letters of credit under the Revolving Credit Agreement.

The Company also maintained a letter of credit facility that allowed 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 was in addition to the letters of

credit that may be issued under the Revolving Credit Agreement.

As of August 31, 2024, the Company had no letters of credit outstanding under the letter of credit facility, which was terminated in September 2024.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, the Company had $ 148.6 million and $ 141.6 million in letters of credit outstanding as of February 15, 2025, and August 31, 2024, respectively.

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

Additionally, the Company’s total surety bonds commitment was $ 57.2 million at February 15, 2025, 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.

As of February 15, 2025, the $ 602 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 February 15, 2025, the Company had $ 2.2 billion of availability under its Revolving Credit Agreement, 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 $ 8.9 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.

The fair value of the Company’s debt was estimated at $ 9.0 billion as of February 15, 2025, and 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 $ 92.1 million and greater than the carrying value of debt by $ 3.5 million at February 15, 2025, and August 31, 2024, respectively, which reflects face amount, adjusted for any unamortized debt issuance costs and discounts.

As of February 15, 2025, 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 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.

From January 1, 1998, to February 15, 2025, the Company has repurchased a total of 155.4 million shares of its common stock at an aggregate cost of $ 37.8 billion, including 260.2 thousand shares of its common stock at an aggregate cost of $ 834.6 million during the twenty-four week period ended February 15, 2025.

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.

Considering the cumulative repurchases as of February 15, 2025, the Company had $ 1.3 billion remaining under the Board’s authorization to repurchase its common stock.

During the twenty-four week period ended February 15, 2025, the Company retired 0.7 million shares of treasury stock which had been previously repurchased under the Company’s share repurchase program.

The retirement increased Retained deficit by $ 2.0 billion and decreased Additional paid-in capital by $ 69.9 million.

During the comparable prior year period, the Company retired 1.7 million shares of treasury stock, which increased Retained deficit by $ 4.1 billion and decreased Additional paid-in capital by $ 142.4 million.

Subsequent to February 15, 2025, and through March 14, 2025, the Company has repurchased 47.1 thousand shares of its common stock at an aggregate cost of $ 163.9 million.

Note J – Accumulated Other Comprehensive Loss

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:

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

Changes in Accumulated other comprehensive loss for the twelve week periods ended February 15, 2025, and February 10, 2024, consisted of the following:

(in thousands)

1 unchanged sentence

on Securities

Balance at November 23, 2024

Other comprehensive (loss) income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 15, 2025

(in thousands)

and Other (1)

on Securities

Balance at November 18, 2023

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 10, 2024

Changes in Accumulated other comprehensive loss for the twenty-four week periods ended February 15, 2025, and February 10, 2024, consisted of the following:

(in thousands)

and Other (1)

on Securities

Balance at August 31, 2024

1 unchanged sentence

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at November 23, 2024

Balance at February 15, 2025

(in thousands)

4 unchanged sentences

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at November 18, 2023

Balance at February 10, 2024

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

12 unchanged sentences

Stock Options:

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.

Option-vesting periods range from four to five years , with the vast majority of options vesting ratably over four years .

Option-vesting periods range from four to five years , with the majority of options vesting ratably over four years .

The fair value of each option is amortized into compensation expense on a straight-line basis over the requisite service period, less estimated forfeitures.

2 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 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

The Company made stock option grants for 122,536 shares during the twenty-four week period ended February 15, 2025, and 133,466 shares during the comparable prior year period.

The weighted average fair value of the stock option awards granted during the twenty-four week periods ended February 15, 2025, and February 10, 2024, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,025.84 and $ 913.56 per share, respectively, using the following weighted average key assumptions:

Twenty-Four Weeks Ended

Expected price volatility

3 unchanged sentences

Dividend yield

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.

During the twenty-four week period ended February 15, 2025, and the comparable prior year period, 71,578 and 112,394 stock options, respectively, were exercised at a weighted average exercise price of $ 882.41 and $ 848.57 , respectively.

As of February 15, 2025, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 173.1 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.1 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 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.

The Company made grants of 2,688 and 3,173 restricted stock unit awards at weighted average grant date fair values of $ 3,146.81 and $ 2,560.56 , respectively, during the twenty-four week periods ended February 15, 2025, and February 10, 2024.

During the twenty-four week period ended February 15, 2025, and the comparable prior year period, 3,163 and 4,741 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,014.21 and $ 1,617.00 , respectively.

As of February 15, 2025, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 10.4 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.9 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) for the twelve and twenty-four week periods ended February 15, 2025, was $ 30.4 million and $ 56.6 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 23.0 million and $ 46.0 million, respectively.

For the twelve and twenty-four week periods ended February 15, 2025, 134,149 and 105,122 , 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, 135,981 and 107,267 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 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.

12 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

5 unchanged sentences

( 1,336,410 )

( 2,848,542 )

( 2,701,822 )

Interest expense, net

5 unchanged sentences

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

(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”).

(the Company) as of February 15, 2025, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and twenty-four week periods ended February 15, 2025, and February 10, 2024, the condensed consolidated statements of cash flows for the twenty-four week periods ended February 15, 2025, and February 10, 2024, 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

March 21, 2025

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