What changed in this filing

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Item 1. Financial Statements

2025-06-13 compared with 2025-03-21 · 89 added, 81 removed, 390 unchanged (30% of the section changed)

34 unchanged sentences

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

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

16,869 shares issued and 16,724 shares outstanding as of May 10, 2025;

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

14 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands, except per share data)

14 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments

1 unchanged sentence

Net derivative activities, net of taxes

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

18 unchanged sentences

Cash flows from financing activities:

Net proceeds from (payments of) commercial paper

Net proceeds from commercial paper

Proceeds from issuance of debt

Repayment of debt

Net proceeds from sale of common stock

1 unchanged sentence

( 1,135,260 )

( 2,437,176 )

Repayment of principal portion of finance lease liabilities

Net cash used in financing activities

( 1,277,775 )

( 1,018,965 )

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net decrease 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 February 15, 2025

Twelve Weeks Ended May 10, 2025

Comprehensive

(in thousands)

Balance at November 23, 2024

( 3,860,049 )

( 2,089,956 )

Balance at February 15, 2025

( 5,421,243 )

Total other comprehensive loss

Retirement of treasury shares

( 4,457,773 )

Total other comprehensive income

Purchase of 70 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 15, 2025

Balance at May 10, 2025

( 4,812,803 )

( 3,974,405 )

Twelve Weeks Ended February 10, 2024

Twelve Weeks Ended May 4, 2024

Comprehensive

(in thousands)

Balance at November 18, 2023

( 2,365,815 )

Balance at February 10, 2024

( 5,978,916 )

1 unchanged sentence

Total other comprehensive income

Retirement of treasury shares

( 4,128,131 )

Purchase of 242 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 10, 2024

Balance at May 4, 2024

( 5,327,190 )

( 4,838,237 )

Twenty-Four Weeks Ended February 15, 2025

Thirty-Six Weeks Ended May 10, 2025

Comprehensive

4 unchanged sentences

( 4,749,614 )

Total other comprehensive loss

Total other comprehensive income

Retirement of treasury shares

1 unchanged sentence

Purchase of 330 shares of treasury stock

( 1,084,917 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 15, 2025

Balance at May 10, 2025

( 4,812,803 )

( 3,974,405 )

Twenty-Four Weeks Ended February 10, 2024

Thirty-Six Weeks Ended May 4, 2024

Comprehensive

12 unchanged sentences

Share-based compensation expense

Balance at February 10, 2024

Balance at May 4, 2024

( 5,327,190 )

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 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.

Operating results for the twelve and thirty-six weeks ended May 10, 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.

27 unchanged sentences

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 February 15, 2025, 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 decreased to $ 3.0 million at May 10, 2025, from $ 19.0 million at 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.

4 unchanged sentences

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 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.

As of May 10, 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 $ 104.3 million and $ 53.9 million as of May 10, 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:

February 15, 2025

(in thousands)

5 unchanged sentences

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.

At May 10, 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 $ 19.0 million and $ 38.4 million, respectively, which are included in Other current assets, and long-term marketable debt securities of $ 102.1 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.

9 unchanged sentences

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

February 15, 2025

(in thousands)

10 unchanged sentences

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

February 15, 2025

(in thousands)

3 unchanged sentences

Due after ten years

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.

The Company held 65 securities that were in an unrealized loss position of approximately $ 0.9 million at May 10, 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 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.

The Company did not realize any material gains or losses on its marketable debt securities during the thirty-six week period ended May 10, 2025, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 114.5 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 May 10, 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 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.

As of May 10, 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 $ 288.1 million and $ 226.7 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Note G – Litigation

15 unchanged sentences

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

5.125 % Senior Notes due June 2030 , effective interest rate 5.14 %

1.650 % Senior Notes due January 2031 , effective interest rate 2.19 %

4 unchanged sentences

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

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

Commercial paper, weighted average interest rate 4.56 % at May 10, 2025 and 5.40 % at August 31, 2024

Total debt before discounts and debt issuance costs

1 unchanged sentence

Long-term debt

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

The Company has entered into a revolving credit facility (as amended from time to time, the “Revolving Credit Agreement”) with a borrowing capacity of $ 2.25 billion.

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, 2024, the Company amended the Revolving Credit Agreement to extend 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, 2028 .

1 unchanged sentence

The Revolving Credit Agreement includes (i) a $ 75 million sublimit for swingline loans, (ii) a $ 50 million individual issuer letter of credit sublimit and (iii) a $ 250 million aggregate sublimit for all letters of credit.

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 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.

Covenants under the Company’s Revolving Credit Agreement 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 10, 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.

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.

In addition to the outstanding letters of credit issued under the Revolving Credit Agreement discussed above, the Company had $ 150.5 million and $ 141.6 million in letters of credit outstanding as of May 10, 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.

Additionally, the Company’s total surety bonds commitment was $ 97.7 million at May 10, 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 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.

As of May 10, 2025, the $ 805.5 million commercial paper borrowings and the $ 400 million 3.125 % Senior Notes due April 2026 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 May 10, 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.

On April 15, 2025, the Company repaid its outstanding $ 400 million 3.250 % Senior Notes due April 2025 and its $ 500 million 3.625 % Senior Notes due April 2025.

On April 14, 2025, the Company issued $ 500 million 5.125 % Senior Notes due June 2030.

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

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 $ 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.

The fair value of the Company’s debt was estimated at $ 8.8 billion and $ 9.0 billion as of May 10, 2025, and August 31, 2024, respectively, 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 $ 57.9 million and greater than the carrying value of debt by $ 3.5 million at May 10, 2025, and August 31, 2024, respectively, which reflects the face amount, adjusted for any unamortized debt issuance costs and discounts.

As of May 10, 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 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.

From January 1, 1998, to May 10, 2025, the Company has repurchased a total of 155.5 million shares of its common stock at an aggregate cost of $ 38.1 billion, including 330.3 thousand shares of its common stock at an aggregate cost of $ 1.1 billion during the thirty-six week period ended May 10, 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 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.

Considering the cumulative repurchases as of May 10, 2025, the Company had $ 1.1 billion remaining under the Board’s authorization to repurchase its common stock.

During the thirty-six week period ended May 10, 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.

Subsequent to May 10, 2025, and through June 6, 2025, the Company has repurchased 2.7 thousand shares of its common stock at an aggregate cost of $ 10.0 million.

Note J – Accumulated Other Comprehensive Loss

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:

Changes in Accumulated other comprehensive loss for the twelve week periods ended May 10, 2025, and May 4, 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

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 10, 2025

(in thousands)

1 unchanged sentence

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:

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 4, 2024

Changes in Accumulated other comprehensive loss for the thirty-six week periods ended May 10, 2025, and May 4, 2024, consisted of the following:

(in thousands)

2 unchanged sentences

Balance at August 31, 2024

Other comprehensive loss before reclassifications (2)

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 15, 2025

Balance at May 10, 2025

(in thousands)

4 unchanged sentences

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 10, 2024

Balance at May 4, 2024

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

18 unchanged sentences

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

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

The Company made stock option grants for 122,802 shares during the thirty-six week period ended May 10, 2025, and 134,821 shares during the comparable prior year period.

The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 10, 2025, and May 4, 2024, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,026.36 and $ 915.03 per share, respectively, using the following weighted average key assumptions:

Thirty-Six Weeks Ended

Expected price volatility

3 unchanged sentences

Dividend yield

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.

During the thirty-six week period ended May 10, 2025, and the comparable prior year period, 117,698 and 185,304 stock options, respectively, were exercised at a weighted average exercise price of $ 906.53 and $ 801.74 , respectively.

As of May 10, 2025, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 146.9 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.9 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 2,688 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.

The Company made grants of 2,743 and 3,173 restricted stock unit awards at weighted average grant date fair values of $ 3,155.36 and $ 2,560.56 , respectively, during the thirty-six week periods ended May 10, 2025, and May 4, 2024.

During the thirty-six week period ended May 10, 2025, and the comparable prior year period, 3,218 and 4,741 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,041.04 and $ 1,617.00 , respectively.

As of May 10, 2025, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 8.9 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.7 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 10, 2025, was $ 29.0 million and $ 85.6 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 25.4 million and $ 71.3 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 twelve and thirty-six week periods ended May 10, 2025, 125,197 and 114,925 , 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, 131,280 and 115,997 anti-dilutive stock options were excluded from the dilutive earnings per share computation.

1 unchanged sentence

2020 Omnibus Incentive Award Plan and the Director Compensation Program.

Note L – Segment Reporting

Note L – Cloud Computing Arrangements

The Company capitalizes implementation costs associated with its cloud computing arrangements when incurred, consistent with the treatment of costs capitalized for internal use software.

These costs begin amortization once the related software is placed in service and will be amortized over the remaining non-cancellable term of the hosting agreement, plus any renewal periods that are reasonably certain to be exercised, and are recorded within Operating, selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Income, the same line item as the related hosting fees.

No amortization expenses have been recorded in the twelve and thirty-six weeks ended May 10, 2025, or the comparable prior year periods.

Capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $ 17.1 million at May 10, 2025, which were recorded within Other long-term assets on the Company's Condensed Consolidated Balance Sheets.

No cloud-based software implementation costs were recorded at August 31, 2024.

Cloud computing arrangement implementation costs are classified within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Note M – Segment Reporting

The Company’s primary operating segments (Domestic Auto Parts, Mexico and Brazil) are aggregated as one reportable segment:

9 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

14 unchanged sentences

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

(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”).

(the Company) as of May 10, 2025, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and thirty-six week periods ended May 10, 2025, and May 4, 2024, the condensed consolidated statements of cash flows for the thirty-six week periods ended May 10, 2025, and May 4, 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

March 21, 2025

June 13, 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