--- ticker: AZO company: AZO filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 18 risks_removed: 17 risks_modified: 35 risks_unchanged: 38 source: SEC EDGAR url: https://riskdiff.com/azo/2025-vs-2024/ markdown_url: https://riskdiff.com/azo/2025-vs-2024/index.md generated: 2026-06-01 --- # AZO: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 18 | | Risks removed | 17 | | Risks modified | 35 | | Unchanged | 38 | --- ## New in Current Filing: If demand for our products slows, then our business may be materially adversely affected. ​ Demand for the products we sell may be affected by a number of factors we cannot control, including: ​ ​ These factors could result in a decline in the demand for our products, which could materially adversely affect our business and overall financial condition. 14 14 Table of Contents​If we are unable to compete successfully against other businesses that sell the products that we sell, we could lose customers and our sales and profits may decline.​The sale of automotive parts, accessories and maintenance items is highly competitive. See "Item 1. Business" above for additional information regarding our competitive environment.​Although we believe we compete effectively, our competitors may have greater financial resources allowing them to invest more in their business, greater sourcing capabilities allowing them to sell merchandise at lower prices, larger stores with more merchandise, longer operating histories with deeper customer relationships, more frequent customer visits, more effective advertising and more successful utilization of data analytics, artificial intelligence and other new and emerging technologies. Online and multi-channel retailers often have lower operating costs and focus on delivery services, thereby offering customers faster, guaranteed delivery times and low-price or free shipping. In addition, because our business strategy is based on offering superior levels of customer service to complement the products we offer, our cost structure is higher than some of our competitors, which also puts pressure on our margins.​With the increasing use of digital tools, our customers often begin their shopping experience online and are quickly able to compare prices, product assortment, product availability and feedback from other customers before purchasing products. We may be unable to differentiate ourselves or unable to anticipate and adapt to new or enhanced digital experiences offered by other retailers.​If we are unable to continue to manage in-stock inventory and costs, provide competitive delivery options, develop successful competitive strategies, including the maintenance of effective promotions, advertising and loyalty programs, develop and execute effective digital and omni-channel strategies or otherwise compete effectively, or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.​We may not be able to sustain our historic rate of sales growth.​We have increased annual revenues in the past five fiscal years from $12.6 billion in fiscal 2020 to $18.9 billion in fiscal 2025, with a compounded annual growth rate of approximately eight percent. Annual revenue growth is driven by increases in same store sales, the opening of new stores and the development of new commercial programs. Same store sales are impacted both by customer demand levels and by the prices we are able to charge for our products, which can also be negatively impacted by economic pressures. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of same store sales.​We have increased our store count in the past five fiscal years, growing from 6,549 stores at August 29, 2020 to 7,657 stores at August 30, 2025, a compounded annual growth rate of approximately three percent.​Achieving our store development and expansion goals, domestically and in international markets, will depend upon our ability to identify and obtain suitable sites for new and expanded stores in a timely manner and at acceptable costs, the hiring and training of qualified personnel, effective utilization of our supply chain and hub network, and the integration of new stores into existing operations, among other factors. Furthermore, we open new stores only after evaluating customer buying trends and market demand/needs, all of which could be adversely affected by persistent unemployment, wage cuts, small business failures and microeconomic conditions unique to the automotive industry. There can be no assurance we will be able to achieve our store expansion goals, manage our growth investments effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably. ​If we cannot profitably increase our market share in the commercial auto parts business, our sales growth may be limited.​Although we are a leading distributor of automotive parts and other products in the commercial market, we must effectively compete against national, regional and local auto parts chains, independently owned parts stores, 15 Table of Contents Table of Contents Table of Contents ​If we are unable to compete successfully against other businesses that sell the products that we sell, we could lose customers and our sales and profits may decline.​The sale of automotive parts, accessories and maintenance items is highly competitive. See "Item 1. Business" above for additional information regarding our competitive environment.​Although we believe we compete effectively, our competitors may have greater financial resources allowing them to invest more in their business, greater sourcing capabilities allowing them to sell merchandise at lower prices, larger stores with more merchandise, longer operating histories with deeper customer relationships, more frequent customer visits, more effective advertising and more successful utilization of data analytics, artificial intelligence and other new and emerging technologies. Online and multi-channel retailers often have lower operating costs and focus on delivery services, thereby offering customers faster, guaranteed delivery times and low-price or free shipping. In addition, because our business strategy is based on offering superior levels of customer service to complement the products we offer, our cost structure is higher than some of our competitors, which also puts pressure on our margins.​With the increasing use of digital tools, our customers often begin their shopping experience online and are quickly able to compare prices, product assortment, product availability and feedback from other customers before purchasing products. We may be unable to differentiate ourselves or unable to anticipate and adapt to new or enhanced digital experiences offered by other retailers.​If we are unable to continue to manage in-stock inventory and costs, provide competitive delivery options, develop successful competitive strategies, including the maintenance of effective promotions, advertising and loyalty programs, develop and execute effective digital and omni-channel strategies or otherwise compete effectively, or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.​We may not be able to sustain our historic rate of sales growth.​We have increased annual revenues in the past five fiscal years from $12.6 billion in fiscal 2020 to $18.9 billion in fiscal 2025, with a compounded annual growth rate of approximately eight percent. Annual revenue growth is driven by increases in same store sales, the opening of new stores and the development of new commercial programs. Same store sales are impacted both by customer demand levels and by the prices we are able to charge for our products, which can also be negatively impacted by economic pressures. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of same store sales.​We have increased our store count in the past five fiscal years, growing from 6,549 stores at August 29, 2020 to 7,657 stores at August 30, 2025, a compounded annual growth rate of approximately three percent.​Achieving our store development and expansion goals, domestically and in international markets, will depend upon our ability to identify and obtain suitable sites for new and expanded stores in a timely manner and at acceptable costs, the hiring and training of qualified personnel, effective utilization of our supply chain and hub network, and the integration of new stores into existing operations, among other factors. Furthermore, we open new stores only after evaluating customer buying trends and market demand/needs, all of which could be adversely affected by persistent unemployment, wage cuts, small business failures and microeconomic conditions unique to the automotive industry. There can be no assurance we will be able to achieve our store expansion goals, manage our growth investments effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably. ​If we cannot profitably increase our market share in the commercial auto parts business, our sales growth may be limited.​Although we are a leading distributor of automotive parts and other products in the commercial market, we must effectively compete against national, regional and local auto parts chains, independently owned parts stores, ​ --- ## New in Current Filing: We may not be able to sustain our historic rate of sales growth. ​ We have increased annual revenues in the past five fiscal years from $12.6 billion in fiscal 2020 to $18.9 billion in fiscal 2025, with a compounded annual growth rate of approximately eight percent. Annual revenue growth is driven by increases in same store sales, the opening of new stores and the development of new commercial programs. Same store sales are impacted both by customer demand levels and by the prices we are able to charge for our products, which can also be negatively impacted by economic pressures. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of same store sales. ​ We have increased our store count in the past five fiscal years, growing from 6,549 stores at August 29, 2020 to 7,657 stores at August 30, 2025, a compounded annual growth rate of approximately three percent. ​ Achieving our store development and expansion goals, domestically and in international markets, will depend upon our ability to identify and obtain suitable sites for new and expanded stores in a timely manner and at acceptable costs, the hiring and training of qualified personnel, effective utilization of our supply chain and hub network, and the integration of new stores into existing operations, among other factors. Furthermore, we open new stores only after evaluating customer buying trends and market demand/needs, all of which could be adversely affected by persistent unemployment, wage cuts, small business failures and microeconomic conditions unique to the automotive industry. There can be no assurance we will be able to achieve our store expansion goals, manage our growth investments effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably. ​ --- ## New in Current Filing: We may be unable to achieve the goals and aspirations set forth in our Corporate Responsibility report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to corporate responsibility matters. ​ Governmental and societal attention to corporate responsibility matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business, and our diverse stakeholders expect us to make progress in certain corporate responsibility priority issue areas. A failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support. ​ We have announced certain aspirations and goals related to corporate responsibility matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our corporate responsibility goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our corporate responsibility objectives are also captured within our corporate responsibility reporting, which is not incorporated by reference into and does not form any part of this report. ​ --- ## New in Current Filing: Significant changes in macroeconomic and geopolitical factors could materially adversely affect our financial condition and results of operations. ​ Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geopolitical conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic, constraints on the global supply chain, a sustained government shutdown and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geopolitical conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations. ​ Item 1B. Unresolved Staff Comments None. 23 23 Table of ContentsItem 1C. CybersecurityRisk Management and StrategyProgram ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard, among others. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management.​During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.​Cybersecurity Risks​While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​GovernanceThe cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight from our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with over 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.​24 Table of Contents Table of Contents Table of Contents Item 1C. CybersecurityRisk Management and StrategyProgram ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard, among others. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management.​During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.​Cybersecurity Risks​While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​GovernanceThe cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight from our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with over 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.​ Item 1C. Cybersecurity --- ## New in Current Filing: Constant Currency (1) ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 Domestic ​ 3.2 % ​ 0.4 % ​ 3.2 % ​ 0.4 % International (3.2 %) 16.1 % 9.3 % 10.2 % Total Company 2.4 % 2.1 % 3.9 % 1.4 % ​ ​ Gross profit for fiscal 2025 was $10.0 billion, or 52.6% of net sales, a 47 basis point decrease compared with $9.8 billion, or 53.1% of net sales for fiscal 2024. The decrease in gross margin was driven by 55 basis points ($64.0 million charge in the current year versus $40.0 million benefit in the prior year) from non-cash LIFO impact. Operating, selling, general and administrative expenses for fiscal 2025 increased to $6.4 billion, or 33.6% of net sales, from $6.0 billion, or 32.6% of net sales for fiscal 2024. The increase in operating expenses as a percentage of sales was primarily driven by investments to support our growth initiatives. Interest expense, net for fiscal 2025 was $475.8 million compared with $451.6 million during fiscal 2024. Average borrowings for fiscal 2025 were $9.0 billion, compared with $8.7 billion for fiscal 2024. Weighted average borrowing rates were 4.48% and 4.39% for fiscal 2025 and 2024, respectively. Our effective income tax rate was 20.3% and 20.2% of pre-tax income for fiscal 2025 and fiscal 2024, respectively. The benefit from stock options exercised in fiscal 2025 was $58.2 million compared to $81.4 million in fiscal 2024 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2025 decreased by 6.2% to $2.5 billion, and diluted earnings per share decreased 3.1% to $144.87 from $149.55 in fiscal 2024. The impact on the fiscal 2025 diluted earnings per share from stock repurchases was an increase of $0.26. Fiscal 2024 Compared with Fiscal 2023 A discussion of changes in our results of operations from fiscal 2024 to fiscal 2023 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the United States Securities and Exchange Commission on October 28, 2024, which is available free of charge on the SEC's website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page. --- ## New in Current Filing: Recent Accounting Pronouncements ​ See Note A of the Notes to Consolidated Financial Statements for a discussion on recent accounting pronouncements. 40 40 Table of ContentsCritical Accounting EstimatesPreparation of our Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent liabilities. In the Notes to our Consolidated Financial Statements, we describe our significant accounting policies used in preparing the Consolidated Financial Statements. Our policies are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. Our senior management has identified self-insurance reserves as a critical accounting estimate that is materially impacted by assumptions and has discussed this policy with the Audit Committee of our Board. Self-Insurance ReservesWe retain a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $268.8 million at August 30, 2025, and $257.7 million at August 31, 2024. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable.The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly.Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $20.0 million for fiscal 2025. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet dates.If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.3 million for fiscal 2025. Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes.41 Table of Contents Table of Contents Table of Contents Critical Accounting EstimatesPreparation of our Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent liabilities. In the Notes to our Consolidated Financial Statements, we describe our significant accounting policies used in preparing the Consolidated Financial Statements. Our policies are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. Our senior management has identified self-insurance reserves as a critical accounting estimate that is materially impacted by assumptions and has discussed this policy with the Audit Committee of our Board. Self-Insurance ReservesWe retain a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $268.8 million at August 30, 2025, and $257.7 million at August 31, 2024. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable.The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly.Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $20.0 million for fiscal 2025. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet dates.If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.3 million for fiscal 2025. Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes. --- ## New in Current Filing: Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. ​ --- ## New in Current Filing: Vendor Allowances and Advertising Costs: The Company receives various payments and allowances from its vendors through a variety of programs and arrangements. Monies received from vendors include rebates, allowances and promotional funds. The amounts to be received are subject to the terms of the vendor agreements, which generally do not state an expiration date, but are subject to ongoing negotiations that may be impacted in the future based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise. Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold. For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred. The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $109.5 million in fiscal 2025, $102.7 million in fiscal 2024 and $99.5 million in fiscal 2023. Vendor promotional funds, which reduced advertising expense, amounted to $65.7 million in fiscal 2025, $67.8 million in fiscal 2024 and $62.4 million in fiscal 2023. --- ## New in Current Filing: Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 115,475, 118,771 and 140,071 stock options excluded for the year ended August 30, 2025, August 31, 2024 and August 26, 2023, respectively, because they would have been anti-dilutive. Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes-Merton multiple-option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note N - Share-Based Plans" for further discussion.) --- ## New in Current Filing: Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The 58 58 Table of ContentsCompany 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 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 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 its fiscal 2028 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.Note B - Fair Value MeasurementsThe Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities.Marketable Debt Securities Measured at Fair Value on a Recurring BasisThe Company's marketable debt securities measured at fair value on a recurring basis were as follows:​​​​​​​​​​​​​​​August 30, 2025(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 13,667​$ 4,994​$ - ​$ 18,661Other long-term assets​ 52,278​​ 53,201​ - ​ 105,479​​$ 65,945​$ 58,195​$ - ​$ 124,140​​​​​​​​​​​​​​​​August 31, 2024(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 26,697​$ 11,734​$ - ​$ 38,431Other long-term assets​ 27,031​ 56,696​ - ​ 83,727​​$ 53,728​$ 68,430​$ - ​$ 122,158​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 debt securities, including benchmark yields and reported trades.59 Table of Contents Table of Contents Table of Contents 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 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 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 its fiscal 2028 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.Note B - Fair Value MeasurementsThe Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities.Marketable Debt Securities Measured at Fair Value on a Recurring BasisThe Company's marketable debt securities measured at fair value on a recurring basis were as follows:​​​​​​​​​​​​​​​August 30, 2025(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 13,667​$ 4,994​$ - ​$ 18,661Other long-term assets​ 52,278​​ 53,201​ - ​ 105,479​​$ 65,945​$ 58,195​$ - ​$ 124,140​​​​​​​​​​​​​​​​August 31, 2024(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 26,697​$ 11,734​$ - ​$ 38,431Other long-term assets​ 27,031​ 56,696​ - ​ 83,727​​$ 53,728​$ 68,430​$ - ​$ 122,158​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 debt securities, including benchmark yields and reported trades. 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 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 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 its fiscal 2028 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption. --- ## New in Current Filing: August 30, 2025 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 13,667 ​ $ 4,994 ​ $ - ​ $ 18,661 Other long-term assets ​ 52,278 ​ ​ 53,201 ​ - ​ 105,479 ​ ​ $ 65,945 ​ $ 58,195 ​ $ - ​ $ 124,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: August 31, 2024 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ 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 debt securities, including benchmark yields and reported trades. 59 59 Table of ContentsAdditionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​60 Table of Contents Table of Contents Table of Contents Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​ Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024. ​ Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." --- ## New in Current Filing: August 30, 2025 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 13,667 ​ $ 4,994 ​ $ - ​ $ 18,661 Other long-term assets ​ 52,278 ​ ​ 53,201 ​ - ​ 105,479 ​ ​ $ 65,945 ​ $ 58,195 ​ $ - ​ $ 124,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: August 30, 2025 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 13,667 ​ $ 4,994 ​ $ - ​ $ 18,661 Other long-term assets ​ 52,278 ​ ​ 53,201 ​ - ​ 105,479 ​ ​ $ 65,945 ​ $ 58,195 ​ $ - ​ $ 124,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: August 31, 2024 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ 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 debt securities, including benchmark yields and reported trades. 59 59 Table of ContentsAdditionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​60 Table of Contents Table of Contents Table of Contents Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​ Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024. ​ Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." --- ## New in Current Filing: August 30, 2025 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 13,667 ​ $ 4,994 ​ $ - ​ $ 18,661 Other long-term assets ​ 52,278 ​ ​ 53,201 ​ - ​ 105,479 ​ ​ $ 65,945 ​ $ 58,195 ​ $ - ​ $ 124,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Note F - Supplier Financing Programs The Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 30, 2025, and August 31, 2024, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $5.4 billion and $4.9 billion, respectively, which are included in Accounts payable and $264.9 million and $226.7 million, respectively, which are included in Other long-term liabilities in the Consolidated Balance Sheets. Changes in the Company's supplier obligations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: August 30, 2025 (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 13,667 ​ $ 4,994 ​ $ - ​ $ 18,661 Other long-term assets ​ 52,278 ​ ​ 53,201 ​ - ​ 105,479 ​ ​ $ 65,945 ​ $ 58,195 ​ $ - ​ $ 124,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: If we cannot profitably increase our market share in the commercial auto parts business, our sales growth may be limited. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Although we are a leading distributor of automotive parts and other products in the commercial market, we must effectively compete against national, regional and local auto parts chains, independently owned parts stores, wholesalers, jobbers, repair shops, auto dealers, online retailers and others in order to increase our commercial market share. Although we believe we compete effectively in the commercial market on the basis of customer service, merchandise quality, selection and availability, price, delivery times, product warranty, distribution locations and the strength of our AutoZone brand, trademarks and service marks, some automotive aftermarket participants have been in business for substantially longer periods of time than we have, and as a result have developed long-term customer relationships, an experienced sales organization, considerable market presence and have large available inventories. If we are unable to profitably grow our sales with existing commercial customers, our sales growth may be limited. ​ --- ## No Match in Current: We may be adversely affected by legal, regulatory or market responses to global climate change. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in the U.S. to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows. ​ --- ## No Match in Current: Significant changes in macroeconomic and geo-political factors could materially adversely affect our financial condition and results of operations. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geo-political conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic (such as the COVID-19 pandemic), constraints on the global supply chain and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geo-political conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations. ​ Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity --- ## No Match in Current: For fiscal 2024, net sales increased to $18.5 billion, a 5.9% increase over the prior year. Our retail sales and commercial sales in our domestic and international markets grew as we continue to make progress on our growth initiatives aimed at improving parts availability and providing WOW! Customer Service. Operating profit increased 9.1% to $3.8 billion, net income increased 5.3% to $2.7 billion and diluted earnings per share increased 13.0% to $149.55 for the year. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* During fiscal 2024, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 86% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, in our domestic stores we see a decrease in mix of sales of the discretionary category and a slight increase in the maintenance and failure categories compared to last year. --- ## No Match in Current: Quarterly Periods *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Each of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 17 weeks in 2024 and 16 weeks in 2023 and 2022. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2024 represented 33.6% of annual sales and 33.9% of net income; the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income; and the fourth quarter of fiscal year 2022 represented 32.9% of annual sales and 33.3% of net income. --- ## No Match in Current: Recent Accounting Pronouncements *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ See Note A of the Notes to Consolidated Financial Statements for a discussion on recent accounting pronouncements. --- ## No Match in Current: Critical Audit Matter *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. ​ 44 44 Table of Contents Valuation of Self-insurance ReservesDescription of the MatterAt August 31, 2024, the Company's self-insurance reserve estimate was $257.7 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks.Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve.How We Addressed the Matter in Our AuditWe evaluated the design and tested the operating effectiveness of the Company's controls over the self-insurance reserve process. For example, we tested controls over management's review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management's methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company's reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​​/s/ Ernst & Young LLPWe have served as the Company's auditor since 1988.​Memphis, TennesseeOctober 28, 2024​45 Table of Contents Table of Contents Table of Contents Valuation of Self-insurance ReservesDescription of the MatterAt August 31, 2024, the Company's self-insurance reserve estimate was $257.7 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks.Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve.How We Addressed the Matter in Our AuditWe evaluated the design and tested the operating effectiveness of the Company's controls over the self-insurance reserve process. For example, we tested controls over management's review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management's methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company's reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​​/s/ Ernst & Young LLPWe have served as the Company's auditor since 1988.​Memphis, TennesseeOctober 28, 2024​ Valuation of Self-insurance ReservesDescription of the MatterAt August 31, 2024, the Company's self-insurance reserve estimate was $257.7 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks.Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve.How We Addressed the Matter in Our AuditWe evaluated the design and tested the operating effectiveness of the Company's controls over the self-insurance reserve process. For example, we tested controls over management's review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management's methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company's reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​​/s/ Ernst & Young LLPWe have served as the Company's auditor since 1988.​Memphis, TennesseeOctober 28, 2024​ --- ## No Match in Current: Sales and Use Taxes: Governmental authorities assess sales and use taxes on the sale of goods and services. The Company excludes taxes collected from customers in its reported sales results; such amounts are included within the Accrued expenses and other caption until remitted to the taxing authorities. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Dividends: The Company currently does not pay a dividend on its common stock. The ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, any future payment of dividends would be dependent upon the Company's financial condition, capital requirements, earnings and cash flow. Revenue Recognition: The Company's primary source of revenue is derived from the sale of automotive aftermarket parts and merchandise to its retail and commercial customers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, in an amount representing the consideration the Company expects to receive in exchange for selling products to its customers. Shipping and handling activities are considered activities to fulfill the order, and therefore are not evaluated as a separate performance obligation. Sales are recorded net of variable consideration in the period incurred, including discounts, sales incentives and rebates, sales taxes and estimated sales returns. Sales returns are based on historical return rates. The Company may enter into contracts that include multiple combinations of products and services, which are accounted for as separate performance obligations and do not require significant judgment. The Company's performance obligations are typically satisfied when the customer takes possession of the merchandise. Revenue from retail customers is recognized when the customer leaves our store with the purchased products, typically at the point of sale or for E-commerce orders when the product is shipped. Revenue from commercial customers is recognized upon delivery, typically same-day. Payment from retail customers is at the point of sale and payment terms for commercial customers are based on the Company's pre-established credit requirements and generally range from 1 to 30 days. Discounts, sales incentives and rebates are treated as separate performance obligations, and revenue allocated to these performance obligations is recognized as the obligations to the customer are satisfied. Additionally, the Company estimates and records gift card breakage as redemptions occur. The Company offers diagnostic, repair, collision and shop management information software used in the automotive repair industry through ALLDATA. This revenue is recognized as services are provided. Revenue from these services is recognized over the life of the contract. A portion of the Company's transactions include the sale of auto parts that contain a core component. The core component represents the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount in the event the customer returns a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned or expected to be returned from the customer. There were no material contract assets, liabilities or deferred costs recorded on the Consolidated Balance Sheet as of August 31, 2024 and August 26, 2023. Revenue related to unfulfilled performance obligations as of August 31, 2024 and August 26, 2023 is not significant. (Refer to "Note Q - Segment Reporting" for additional information related to revenue recognized during the period.) --- ## No Match in Current: Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Cost of Sales Operating, Selling, General and Administrative Expenses Warranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold. --- ## No Match in Current: Recently Adopted Accounting Pronouncements *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 consolidated financial statements and related disclosures. Refer to "Note F - Supplier Financing Programs." --- ## No Match in Current: August 31, 2024 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: August 31, 2024 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: August 26, 2023 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 35,349 ​ $ 4,290 ​ $ - ​ $ 39,639 Other long-term assets ​ 71,028 ​ 10,846 ​ - ​ 81,874 ​ ​ $ 106,377 ​ $ 15,136 ​ $ - ​ $ 121,513 ​ At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades. A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." 57 57 Table of Contents​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively.58 Table of Contents Table of Contents Table of Contents ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively. ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 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 August 31, 2024 and August 26, 2023, respectively. ​ --- ## No Match in Current: August 26, 2023 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 35,349 ​ $ 4,290 ​ $ - ​ $ 39,639 Other long-term assets ​ 71,028 ​ 10,846 ​ - ​ 81,874 ​ ​ $ 106,377 ​ $ 15,136 ​ $ - ​ $ 121,513 ​ At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades. A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." 57 57 Table of Contents​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively.58 Table of Contents Table of Contents Table of Contents ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively. ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 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 August 31, 2024 and August 26, 2023, respectively. ​ --- ## No Match in Current: August 31, 2024 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Note H - Litigation *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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. 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. ​ ​ ​ 64 64 Table of ContentsNote I - Financing​The Company's debt consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​3.125% Senior Notes due April 2024, effective interest rate 3.32%​$ - ​$ 300,0003.250% Senior Notes due April 2025, effective interest rate 3.36%​ 400,000​ 400,0003.625% Senior Notes due April 2025, effective interest rate 3.78%​​ 500,000​​ 500,0003.125% Senior Notes due April 2026, effective interest rate 3.28%​ 400,000​ 400,0005.050% Senior Notes due July 2026, effective interest rate 5.09%​​ 450,000​​ 450,0003.750% Senior Notes due June 2027, effective interest rate 3.83%​ 600,000​ 600,0004.500% Senior Notes due February 2028, effective interest rate 4.43%​​ 450,000​​ 450,0006.250% Senior Notes due November 2028, effective interest rate 6.46%​​ 500,000​​ - 3.750% Senior Notes due April 2029, effective interest rate 3.86%​ 450,000​ 450,0005.100% Senior Notes due July 2029, effective interest rate 5.30%​​ 600,000​​ - 4.000% Senior Notes due April 2030, effective interest rate 4.09%​​ 750,000​​ 750,0001.650% Senior Notes due January 2031, effective interest rate 2.19%​​ 600,000​​ 600,0004.750% Senior Notes due August 2032, effective interest rate 4.76%​​ 750,000​​ 750,0004.750% Senior Notes due February 2033, effective interest rate 4.70%​​ 550,000​​ 550,0005.200% Senior Notes due August 2033, effective interest rate 5.22%​​ 300,000​​ 300,0006.550% Senior Notes due November 2033, effective interest rate 6.71%​​ 500,000​​ - 5.400% Senior Notes due July 2034, effective interest rate 5.54%​​ 700,000​​ - Commercial paper, weighted average interest rate 5.40% at August 31, 2024 and 5.43% at August 26, 2023​ 580,000​ 1,209,600Total debt before discounts and debt issuance costs​ 9,080,000​ 7,709,600Less: Discounts and debt issuance costs​​ 55,619​ 41,051Long-term debt​$ 9,024,381​$ 7,668,549​On November 15, 2021, the Company amended and restated its existing revolving credit facility (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 the Company may make one additional request to extend the termination date for an additional period of one year. Revolving borrowings under the Revolving Credit Agreement may be base rate loans, SOFR loans, or a combination of both, at AutoZone's election. 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 August 31, 2024, the Company had no outstanding borrowings and $1.8 million of outstanding letters of credit under the Revolving Credit Agreement.The Revolving Credit Agreement requires that the Company's consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1. This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. The Company's consolidated interest coverage ratio as of August 31, 2024 was 5.4:1.65 Table of Contents Table of Contents Table of Contents Note I - Financing​The Company's debt consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​3.125% Senior Notes due April 2024, effective interest rate 3.32%​$ - ​$ 300,0003.250% Senior Notes due April 2025, effective interest rate 3.36%​ 400,000​ 400,0003.625% Senior Notes due April 2025, effective interest rate 3.78%​​ 500,000​​ 500,0003.125% Senior Notes due April 2026, effective interest rate 3.28%​ 400,000​ 400,0005.050% Senior Notes due July 2026, effective interest rate 5.09%​​ 450,000​​ 450,0003.750% Senior Notes due June 2027, effective interest rate 3.83%​ 600,000​ 600,0004.500% Senior Notes due February 2028, effective interest rate 4.43%​​ 450,000​​ 450,0006.250% Senior Notes due November 2028, effective interest rate 6.46%​​ 500,000​​ - 3.750% Senior Notes due April 2029, effective interest rate 3.86%​ 450,000​ 450,0005.100% Senior Notes due July 2029, effective interest rate 5.30%​​ 600,000​​ - 4.000% Senior Notes due April 2030, effective interest rate 4.09%​​ 750,000​​ 750,0001.650% Senior Notes due January 2031, effective interest rate 2.19%​​ 600,000​​ 600,0004.750% Senior Notes due August 2032, effective interest rate 4.76%​​ 750,000​​ 750,0004.750% Senior Notes due February 2033, effective interest rate 4.70%​​ 550,000​​ 550,0005.200% Senior Notes due August 2033, effective interest rate 5.22%​​ 300,000​​ 300,0006.550% Senior Notes due November 2033, effective interest rate 6.71%​​ 500,000​​ - 5.400% Senior Notes due July 2034, effective interest rate 5.54%​​ 700,000​​ - Commercial paper, weighted average interest rate 5.40% at August 31, 2024 and 5.43% at August 26, 2023​ 580,000​ 1,209,600Total debt before discounts and debt issuance costs​ 9,080,000​ 7,709,600Less: Discounts and debt issuance costs​​ 55,619​ 41,051Long-term debt​$ 9,024,381​$ 7,668,549​On November 15, 2021, the Company amended and restated its existing revolving credit facility (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 the Company may make one additional request to extend the termination date for an additional period of one year. Revolving borrowings under the Revolving Credit Agreement may be base rate loans, SOFR loans, or a combination of both, at AutoZone's election. 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 August 31, 2024, the Company had no outstanding borrowings and $1.8 million of outstanding letters of credit under the Revolving Credit Agreement.The Revolving Credit Agreement requires that the Company's consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1. This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. The Company's consolidated interest coverage ratio as of August 31, 2024 was 5.4:1. Note I - Financing​The Company's debt consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​3.125% Senior Notes due April 2024, effective interest rate 3.32%​$ - ​$ 300,0003.250% Senior Notes due April 2025, effective interest rate 3.36%​ 400,000​ 400,0003.625% Senior Notes due April 2025, effective interest rate 3.78%​​ 500,000​​ 500,0003.125% Senior Notes due April 2026, effective interest rate 3.28%​ 400,000​ 400,0005.050% Senior Notes due July 2026, effective interest rate 5.09%​​ 450,000​​ 450,0003.750% Senior Notes due June 2027, effective interest rate 3.83%​ 600,000​ 600,0004.500% Senior Notes due February 2028, effective interest rate 4.43%​​ 450,000​​ 450,0006.250% Senior Notes due November 2028, effective interest rate 6.46%​​ 500,000​​ - 3.750% Senior Notes due April 2029, effective interest rate 3.86%​ 450,000​ 450,0005.100% Senior Notes due July 2029, effective interest rate 5.30%​​ 600,000​​ - 4.000% Senior Notes due April 2030, effective interest rate 4.09%​​ 750,000​​ 750,0001.650% Senior Notes due January 2031, effective interest rate 2.19%​​ 600,000​​ 600,0004.750% Senior Notes due August 2032, effective interest rate 4.76%​​ 750,000​​ 750,0004.750% Senior Notes due February 2033, effective interest rate 4.70%​​ 550,000​​ 550,0005.200% Senior Notes due August 2033, effective interest rate 5.22%​​ 300,000​​ 300,0006.550% Senior Notes due November 2033, effective interest rate 6.71%​​ 500,000​​ - 5.400% Senior Notes due July 2034, effective interest rate 5.54%​​ 700,000​​ - Commercial paper, weighted average interest rate 5.40% at August 31, 2024 and 5.43% at August 26, 2023​ 580,000​ 1,209,600Total debt before discounts and debt issuance costs​ 9,080,000​ 7,709,600Less: Discounts and debt issuance costs​​ 55,619​ 41,051Long-term debt​$ 9,024,381​$ 7,668,549​On November 15, 2021, the Company amended and restated its existing revolving credit facility (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 the Company may make one additional request to extend the termination date for an additional period of one year. Revolving borrowings under the Revolving Credit Agreement may be base rate loans, SOFR loans, or a combination of both, at AutoZone's election. 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 August 31, 2024, the Company had no outstanding borrowings and $1.8 million of outstanding letters of credit under the Revolving Credit Agreement.The Revolving Credit Agreement requires that the Company's consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1. This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. The Company's consolidated interest coverage ratio as of August 31, 2024 was 5.4:1. --- ## No Match in Current: Note I - Financing *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ The Company's debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, August 26, (in thousands) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ 3.125% Senior Notes due April 2024, effective interest rate 3.32% ​ $ - ​ $ 300,000 3.250% Senior Notes due April 2025, effective interest rate 3.36% ​ 400,000 ​ 400,000 3.625% Senior Notes due April 2025, effective interest rate 3.78% ​ ​ 500,000 ​ ​ 500,000 3.125% Senior Notes due April 2026, effective interest rate 3.28% ​ 400,000 ​ 400,000 5.050% Senior Notes due July 2026, effective interest rate 5.09% ​ ​ 450,000 ​ ​ 450,000 3.750% Senior Notes due June 2027, effective interest rate 3.83% ​ 600,000 ​ 600,000 4.500% Senior Notes due February 2028, effective interest rate 4.43% ​ ​ 450,000 ​ ​ 450,000 6.250% Senior Notes due November 2028, effective interest rate 6.46% ​ ​ 500,000 ​ ​ - 3.750% Senior Notes due April 2029, effective interest rate 3.86% ​ 450,000 ​ 450,000 5.100% Senior Notes due July 2029, effective interest rate 5.30% ​ ​ 600,000 ​ ​ - 4.000% Senior Notes due April 2030, effective interest rate 4.09% ​ ​ 750,000 ​ ​ 750,000 1.650% Senior Notes due January 2031, effective interest rate 2.19% ​ ​ 600,000 ​ ​ 600,000 4.750% Senior Notes due August 2032, effective interest rate 4.76% ​ ​ 750,000 ​ ​ 750,000 4.750% Senior Notes due February 2033, effective interest rate 4.70% ​ ​ 550,000 ​ ​ 550,000 5.200% Senior Notes due August 2033, effective interest rate 5.22% ​ ​ 300,000 ​ ​ 300,000 6.550% Senior Notes due November 2033, effective interest rate 6.71% ​ ​ 500,000 ​ ​ - 5.400% Senior Notes due July 2034, effective interest rate 5.54% ​ ​ 700,000 ​ ​ - Commercial paper, weighted average interest rate 5.40% at August 31, 2024 and 5.43% at August 26, 2023 ​ 580,000 ​ 1,209,600 Total debt before discounts and debt issuance costs ​ 9,080,000 ​ 7,709,600 Less: Discounts and debt issuance costs ​ ​ 55,619 ​ 41,051 Long-term debt ​ $ 9,024,381 ​ $ 7,668,549 ​ On November 15, 2021, the Company amended and restated its existing revolving credit facility (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 the Company may make one additional request to extend the termination date for an additional period of one year. Revolving borrowings under the Revolving Credit Agreement may be base rate loans, SOFR loans, or a combination of both, at AutoZone's election. 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. one year November 15, 2027 one year 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 August 31, 2024, the Company had no outstanding borrowings and $1.8 million of outstanding letters of credit under the Revolving Credit Agreement. The Revolving Credit Agreement requires that the Company's consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1. This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. The Company's consolidated interest coverage ratio as of August 31, 2024 was 5.4:1. 65 65 --- ## Modified: Cash and Cash Equivalents: Cash equivalents consist of investments with original maturities of 90 days or less. Cash equivalents include proceeds due from credit and debit card transactions with settlement terms of less than five days. Credit and debit card receivables included within cash and cash equivalents were $105.0 million at August 30, 2025, and $91.5 million at August 31, 2024. **Key changes:** - Reworded sentence: "Cash and cash equivalents of $79.1 million and $99.8 million were held outside of the U.S." - Reworded sentence: "The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024." - Reworded sentence: "Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 30, 2025, and August 31, 2024." - Reworded sentence: "Due to recent price changes on the Company's merchandise purchases, primarily due to inflation driven by tariffs, the Company's LIFO credit reserve balance was $83.0 million at August 30, 2025, and $19.0 million at August 31, 2024." - Reworded sentence: "Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress (CIP)." **Prior (2024):** Cash balances are held in various locations around the world. Cash and cash equivalents of $99.8 million and $108.5 million were held outside of the U.S. as of August 31, 2024, and August 26, 2023, respectively, and were generally utilized to support the liquidity needs in foreign operations. 50 50 Table of ContentsAccounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023. The balance of the allowance for credit losses was $10.3 million at August 31, 2024, and $7.7 million at August 26, 2023.Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 31, 2024 and August 26, 2023. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023.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 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 recent 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 August 31, 2024 and $59.0 million at August 26, 2023. 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.Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.)Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases.51 Table of Contents Table of Contents Table of Contents Accounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023. The balance of the allowance for credit losses was $10.3 million at August 31, 2024, and $7.7 million at August 26, 2023.Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 31, 2024 and August 26, 2023. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023.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 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 recent 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 August 31, 2024 and $59.0 million at August 26, 2023. 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.Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.)Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases. Accounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023. The balance of the allowance for credit losses was $10.3 million at August 31, 2024, and $7.7 million at August 26, 2023.Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 31, 2024 and August 26, 2023. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023.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 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 recent 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 August 31, 2024 and $59.0 million at August 26, 2023. 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.Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.)Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases. Accounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023. The balance of the allowance for credit losses was $10.3 million at August 31, 2024, and $7.7 million at August 26, 2023. Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 31, 2024 and August 26, 2023. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023. 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 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 recent 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 August 31, 2024 and $59.0 million at August 26, 2023. 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. Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.) Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases. 40 5 3 51 51 Table of ContentsImpairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets.Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. Goodwill has not been amortized since fiscal 2001, but an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill, which is allocated to the Domestic Auto Parts operating segment at August 31, 2024 and August 26, 2023. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2024 and 2023, the Company concluded its remaining goodwill was not impaired.Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes.AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. (Refer to "Note L - Derivative Financial Instruments" for additional disclosures regarding the Company's derivative instruments and hedging activities.) Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged.Foreign Currency: The Company accounts for its foreign operations using the local market currency and converts its financial statements from these currencies to U.S. dollars. The cumulative loss on currency translation is recorded as a component of Accumulated Other Comprehensive Loss (Refer to "Note M - Accumulated Other Comprehensive Loss" for additional information regarding the Company's Accumulated Other Comprehensive Loss.)Self-Insurance Reserves: The Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. The Company obtains third party insurance to limit the exposure related to certain of these risks. The reserve for the Company's liability associated with these risks totaled $257.7 million and $268.8 million at August 31, 2024 and August 26, 2023, respectively.The assumptions made by management in estimating its self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. The Company utilizes various methods, including analyses of historical trends and use of a specialist, to estimate the costs to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on claims incurred as of the balance sheet date. When estimating these liabilities, the Company considers factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors.The Company's liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and 52 Table of Contents Table of Contents Table of Contents Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets.Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. Goodwill has not been amortized since fiscal 2001, but an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill, which is allocated to the Domestic Auto Parts operating segment at August 31, 2024 and August 26, 2023. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2024 and 2023, the Company concluded its remaining goodwill was not impaired.Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes.AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. (Refer to "Note L - Derivative Financial Instruments" for additional disclosures regarding the Company's derivative instruments and hedging activities.) Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged.Foreign Currency: The Company accounts for its foreign operations using the local market currency and converts its financial statements from these currencies to U.S. dollars. The cumulative loss on currency translation is recorded as a component of Accumulated Other Comprehensive Loss (Refer to "Note M - Accumulated Other Comprehensive Loss" for additional information regarding the Company's Accumulated Other Comprehensive Loss.)Self-Insurance Reserves: The Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. The Company obtains third party insurance to limit the exposure related to certain of these risks. The reserve for the Company's liability associated with these risks totaled $257.7 million and $268.8 million at August 31, 2024 and August 26, 2023, respectively.The assumptions made by management in estimating its self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. The Company utilizes various methods, including analyses of historical trends and use of a specialist, to estimate the costs to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on claims incurred as of the balance sheet date. When estimating these liabilities, the Company considers factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors.The Company's liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets.Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. Goodwill has not been amortized since fiscal 2001, but an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill, which is allocated to the Domestic Auto Parts operating segment at August 31, 2024 and August 26, 2023. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2024 and 2023, the Company concluded its remaining goodwill was not impaired.Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes.AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. (Refer to "Note L - Derivative Financial Instruments" for additional disclosures regarding the Company's derivative instruments and hedging activities.) Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged.Foreign Currency: The Company accounts for its foreign operations using the local market currency and converts its financial statements from these currencies to U.S. dollars. The cumulative loss on currency translation is recorded as a component of Accumulated Other Comprehensive Loss (Refer to "Note M - Accumulated Other Comprehensive Loss" for additional information regarding the Company's Accumulated Other Comprehensive Loss.)Self-Insurance Reserves: The Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. The Company obtains third party insurance to limit the exposure related to certain of these risks. The reserve for the Company's liability associated with these risks totaled $257.7 million and $268.8 million at August 31, 2024 and August 26, 2023, respectively.The assumptions made by management in estimating its self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. The Company utilizes various methods, including analyses of historical trends and use of a specialist, to estimate the costs to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on claims incurred as of the balance sheet date. When estimating these liabilities, the Company considers factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors.The Company's liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. Goodwill has not been amortized since fiscal 2001, but an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill, which is allocated to the Domestic Auto Parts operating segment at August 31, 2024 and August 26, 2023. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2024 and 2023, the Company concluded its remaining goodwill was not impaired. Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes. AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. (Refer to "Note L - Derivative Financial Instruments" for additional disclosures regarding the Company's derivative instruments and hedging activities.) Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged. **Current (2025):** Cash balances are held in various locations around the world. Cash and cash equivalents of $79.1 million and $99.8 million were held outside of the U.S. as of August 30, 2025, and August 31, 2024, respectively, and were generally utilized to support the liquidity needs in foreign operations. 52 52 Table of ContentsAccounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024. The balance of the allowance for credit losses was $11.7 million at August 30, 2025, and $10.3 million at August 31, 2024.Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 30, 2025, and August 31, 2024. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024.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 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 recent price changes on the Company's merchandise purchases, primarily due to inflation driven by tariffs, the Company's LIFO credit reserve balance was $83.0 million at August 30, 2025, and $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.Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.)Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress (CIP). CIP represents costs incurred for the construction of retail store locations, renovations of existing stores, and the development of distribution centers. Assets recorded as CIP are not depreciated until the assets are placed in service. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases.53 Table of Contents Table of Contents Table of Contents Accounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024. The balance of the allowance for credit losses was $11.7 million at August 30, 2025, and $10.3 million at August 31, 2024.Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 30, 2025, and August 31, 2024. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024.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 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 recent price changes on the Company's merchandise purchases, primarily due to inflation driven by tariffs, the Company's LIFO credit reserve balance was $83.0 million at August 30, 2025, and $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.Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.)Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress (CIP). CIP represents costs incurred for the construction of retail store locations, renovations of existing stores, and the development of distribution centers. Assets recorded as CIP are not depreciated until the assets are placed in service. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases. Accounts Receivable: In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Company estimates all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, based on historical experience, current market conditions and supportable forecasts. The Company's accounts receivable primarily consists of receivables from commercial customers. The Company routinely grants credit to certain commercial customers on a short-term basis consisting primarily of daily, weekly or monthly terms. The risk of credit loss in its trade receivables is substantially mitigated by the Company's credit evaluation process, short collection terms and diversification of customers, as well as the low dollar value for its typical sales transaction. Receivables are presented net of an allowance for credit losses. Allowances for expected credit losses are determined based on historical experience, the current economic environment, our expectations of future economic conditions and the current evaluation of the composition of accounts receivable. The Company will apply adjustments for specific factors and current economic conditions as needed at each reporting date. The Company's allowance for credit losses is included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024. The balance of the allowance for credit losses was $11.7 million at August 30, 2025, and $10.3 million at August 31, 2024. Vendor Receivables: The Company's vendor receivables primarily consist of balances arising from its vendors through a variety of programs and arrangements, including rebates, allowances, promotional funds and reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products. The amounts to be received are prescribed by the terms of the vendor agreements and therefore collection of such amounts is generally not at risk. The Company regularly reviews vendor receivables for collectability and assesses the need for an allowance for credit losses based on an evaluation of the vendors' financial positions and corresponding abilities to meet financial obligations. Management does not believe there is a reasonable likelihood that the Company will be unable to collect the receivables from vendors and did not record a reserve for expected credit losses from vendors in the Consolidated Financial Statements as of August 30, 2025, and August 31, 2024. Vendor receivables are included in "Accounts receivable" on the accompanying Consolidated Balance Sheets as of August 30, 2025, and August 31, 2024. 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 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 recent price changes on the Company's merchandise purchases, primarily due to inflation driven by tariffs, the Company's LIFO credit reserve balance was $83.0 million at August 30, 2025, and $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. Marketable Debt Securities: The Company invests a portion of its assets held by the Company's wholly owned insurance captive in marketable debt securities and classifies them as available-for-sale. The Company includes these marketable debt securities within the Other current assets and Other long-term assets captions in the accompanying Consolidated Balance Sheets and records the amounts at fair market value, which is determined using quoted market prices at the end of the reporting period. (Refer to "Note B - Fair Value Measurements" and "Note C - Marketable Debt Securities" for a discussion of marketable debt securities.) Property and Equipment: Property and equipment is stated at cost. Property consists of land, which includes finance leases - real estate, buildings and improvements, equipment, which includes finance leases - vehicles, and construction in progress (CIP). CIP represents costs incurred for the construction of retail store locations, renovations of existing stores, and the development of distribution centers. Assets recorded as CIP are not depreciated until the assets are placed in service. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: buildings, 40 to 50 years; building improvements, 5 to 15 years; equipment, including software, 3 to 10 years; and leasehold improvements, over the shorter of the asset's estimated useful life or the remaining lease term, which includes any reasonably assured renewal periods. Depreciation and amortization include amortization of assets under finance leases. 40 5 3 53 53 Table of ContentsCloud 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 Consolidated Statements of Income, the same line item as the related hosting fees. No amortization expenses have been recorded in the year ended August 30, 2025, or the comparable prior year periods. At August 30, 2025, capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $1.6 million recorded within Other current assets and $29.6 million 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 Statements of Cash Flows.Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets.Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill at August 30, 2025, and August 31, 2024. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2025 and 2024, the Company concluded its remaining goodwill was not impaired.Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes.AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged.Foreign Currency: The Company accounts for its foreign operations using the local market currency and converts its financial statements from these currencies to U.S. dollars. The cumulative loss on currency translation is recorded as a component of Accumulated Other Comprehensive Loss (Refer to "Note L - Accumulated Other Comprehensive Loss" for additional information regarding the Company's Accumulated Other Comprehensive Loss.)Self-Insurance Reserves: The Company retains a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance. The Company obtains third party insurance to limit the exposure related to certain of these risks. The reserve for the Company's liability associated with these risks totaled $268.8 million and $257.7 million at August 30, 2025, and August 31, 2024, respectively.54 Table of Contents Table of Contents Table of Contents 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 Consolidated Statements of Income, the same line item as the related hosting fees. No amortization expenses have been recorded in the year ended August 30, 2025, or the comparable prior year periods. At August 30, 2025, capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $1.6 million recorded within Other current assets and $29.6 million 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 Statements of Cash Flows.Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets.Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill at August 30, 2025, and August 31, 2024. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2025 and 2024, the Company concluded its remaining goodwill was not impaired.Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes.AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged.Foreign Currency: The Company accounts for its foreign operations using the local market currency and converts its financial statements from these currencies to U.S. dollars. The cumulative loss on currency translation is recorded as a component of Accumulated Other Comprehensive Loss (Refer to "Note L - Accumulated Other Comprehensive Loss" for additional information regarding the Company's Accumulated Other Comprehensive Loss.)Self-Insurance Reserves: The Company retains a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance. The Company obtains third party insurance to limit the exposure related to certain of these risks. The reserve for the Company's liability associated with these risks totaled $268.8 million and $257.7 million at August 30, 2025, and August 31, 2024, respectively. 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 Consolidated Statements of Income, the same line item as the related hosting fees. No amortization expenses have been recorded in the year ended August 30, 2025, or the comparable prior year periods. At August 30, 2025, capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $1.6 million recorded within Other current assets and $29.6 million 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 Statements of Cash Flows. Impairment of Long-Lived Assets: The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When such an event occurs, the Company compares the sum of the undiscounted expected future cash flows of the asset (asset group) with the carrying amounts of the asset. If the undiscounted expected future cash flows are less than the carrying value of the assets, the Company measures the amount of impairment loss as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill: The cost in excess of fair value of identifiable net assets of businesses acquired is recorded as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, an analysis is performed at least annually to compare the fair value of the reporting unit to the carrying amount to determine if any impairment exists. The Company had approximately $302.6 million of goodwill at August 30, 2025, and August 31, 2024. The Company performs its annual impairment assessment in the fourth quarter of each fiscal year, unless circumstances dictate more frequent assessments. In the fourth quarter of fiscal 2025 and 2024, the Company concluded its remaining goodwill was not impaired. Derivative Instruments and Hedging Activities: AutoZone is exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, the Company uses various derivative instruments to reduce such risks. To date, based upon the Company's current level of foreign operations, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of the Company's hedging activities are governed by guidelines that are authorized by AutoZone's Board of Directors (the "Board"). Further, the Company does not buy or sell derivative instruments for trading purposes. AutoZone's financial market risk results primarily from changes in interest rates. At times, AutoZone reduces its exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. All of the Company's interest rate hedge instruments are designated as cash flow hedges. Cash flows related to these instruments designated as qualifying hedges are reflected in the accompanying Consolidated Statements of Cash Flows in the same categories as the cash flows from the items being hedged. The resulting gain or loss from such settlement is deferred to Accumulated Other Comprehensive Loss and reclassified to interest expense over the term of the underlying debt. This reclassification of the deferred gains and losses impacts the interest expense recognized on the underlying debt that was hedged. --- ## Modified: Commitments **Key changes:** - Reworded sentence: "​ ​ ​ ​ Standby letters of credit ​ $ 150,761 Surety bonds ​ ​ 100,496 ​ ​ $ 251,257 ​ A substantial portion of the outstanding standby letters of credit (which are primarily renewed on an annual basis) and surety bonds are used to cover reimbursement obligations to our workers' compensation carriers." - Reworded sentence: "37 37 Table of ContentsReconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP")." - Reworded sentence: "We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2025 2024 2023 2022 2021 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Investing activities​ (1,400,430)​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​Financing activities​ (1,746,819)​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​Effect of exchange rate changes on cash​​ 3,543​ (12,756)​ 8,146​ 506​ 4,172​Net increase/(decrease) in cash and cash equivalents​​ (26,369)​ 21,118​ 12,674​ (906,955)​ (579,480)​Less: increase/(decrease) in debt, excluding deferred financing costs​​ (231,400)​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​Plus: Share repurchases​ 1,578,186​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​Cash flow before share repurchases and changes in debt​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​​​​​​​​38 Table of Contents Table of Contents Table of Contents Reconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP")." - Reworded sentence: "We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2025 2024 2023 2022 2021 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Investing activities​ (1,400,430)​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​Financing activities​ (1,746,819)​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​Effect of exchange rate changes on cash​​ 3,543​ (12,756)​ 8,146​ 506​ 4,172​Net increase/(decrease) in cash and cash equivalents​​ (26,369)​ 21,118​ 12,674​ (906,955)​ (579,480)​Less: increase/(decrease) in debt, excluding deferred financing costs​​ (231,400)​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​Plus: Share repurchases​ 1,578,186​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​Cash flow before share repurchases and changes in debt​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​​​​​​​​" **Prior (2024):** ​ ​ ​ ​ Standby letters of credit ​ $ 143,393 Surety bonds ​ ​ 48,868 ​ ​ $ 192,261 ​ A substantial portion of the outstanding standby letters of credit (which are primarily renewed on an annual basis) and surety bonds are used to cover reimbursement obligations to our workers' compensation carriers. There are no additional contingent liabilities associated with these instruments as the underlying liabilities are already reflected in our Consolidated Balance Sheets. The standby letters of credit and surety bond arrangements expire within one year but have automatic renewal clauses. 35 35 Table of ContentsReconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders' value.Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non-GAAP financial measures to analyze and compare our underlying operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2024 2023 2022 2021 2020 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Investing activities​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​ (497,875)​Financing activities​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​ (643,636)​Effect of exchange rate changes on cash​​ (12,756)​ 8,146​ 506​ 4,172​ (4,082)​Net increase/(decrease) in cash and cash equivalents​​ 21,118​ 12,674​ (906,955)​ (579,480)​ 1,574,515​Less: increase/(decrease) in debt, excluding deferred financing costs​​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​ 320,000​Plus: Share repurchases​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​ 930,903(1)​Cash flow before share repurchases and changes in debt​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​​(1)During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic.​​​​​​36 Table of Contents Table of Contents Table of Contents Reconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders' value.Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non-GAAP financial measures to analyze and compare our underlying operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2024 2023 2022 2021 2020 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Investing activities​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​ (497,875)​Financing activities​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​ (643,636)​Effect of exchange rate changes on cash​​ (12,756)​ 8,146​ 506​ 4,172​ (4,082)​Net increase/(decrease) in cash and cash equivalents​​ 21,118​ 12,674​ (906,955)​ (579,480)​ 1,574,515​Less: increase/(decrease) in debt, excluding deferred financing costs​​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​ 320,000​Plus: Share repurchases​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​ 930,903(1)​Cash flow before share repurchases and changes in debt​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​​(1)During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic.​​​​​​ Reconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders' value.Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non-GAAP financial measures to analyze and compare our underlying operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2024 2023 2022 2021 2020 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Investing activities​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​ (497,875)​Financing activities​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​ (643,636)​Effect of exchange rate changes on cash​​ (12,756)​ 8,146​ 506​ 4,172​ (4,082)​Net increase/(decrease) in cash and cash equivalents​​ 21,118​ 12,674​ (906,955)​ (579,480)​ 1,574,515​Less: increase/(decrease) in debt, excluding deferred financing costs​​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​ 320,000​Plus: Share repurchases​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​ 930,903(1)​Cash flow before share repurchases and changes in debt​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​​(1)During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic.​​​​​​ **Current (2025):** ​ ​ ​ ​ Standby letters of credit ​ $ 150,761 Surety bonds ​ ​ 100,496 ​ ​ $ 251,257 ​ A substantial portion of the outstanding standby letters of credit (which are primarily renewed on an annual basis) and surety bonds are used to cover reimbursement obligations to our workers' compensation carriers. There are no additional contingent liabilities associated with these instruments as the underlying liabilities are already reflected in our Consolidated Balance Sheets. The standby letters of credit and surety bond arrangements expire within one year but have automatic renewal clauses. 37 37 Table of ContentsReconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders' value.Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non-GAAP financial measures to analyze and compare our underlying operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2025 2024 2023 2022 2021 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Investing activities​ (1,400,430)​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​Financing activities​ (1,746,819)​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​Effect of exchange rate changes on cash​​ 3,543​ (12,756)​ 8,146​ 506​ 4,172​Net increase/(decrease) in cash and cash equivalents​​ (26,369)​ 21,118​ 12,674​ (906,955)​ (579,480)​Less: increase/(decrease) in debt, excluding deferred financing costs​​ (231,400)​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​Plus: Share repurchases​ 1,578,186​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​Cash flow before share repurchases and changes in debt​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​​​​​​​​38 Table of Contents Table of Contents Table of Contents Reconciliation of Non-GAAP Financial Measures "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes certain financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders' value.Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as it indicates more clearly our comparative year-to-year operating results. Furthermore, our management and Compensation Committee of the Board use the above-mentioned non-GAAP financial measures to analyze and compare our underlying operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in DebtThe following table reconciles net increase (decrease) in cash and cash equivalents to cash flow before share repurchases and changes in debt, which is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​ Fiscal Year Ended August (in thousands)​2025 2024 2023 2022 2021 ​​​​​​​​​​​​​​​​​Net cash provided by/(used in): ​ ​ ​ ​ ​ ​Operating activities​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Investing activities​ (1,400,430)​ (1,286,506)​ (876,178)​ (648,099)​ (601,778)​Financing activities​ (1,746,819)​ (1,683,736)​ (2,060,082)​ (3,470,497)​ (3,500,417)​Effect of exchange rate changes on cash​​ 3,543​ (12,756)​ 8,146​ 506​ 4,172​Net increase/(decrease) in cash and cash equivalents​​ (26,369)​ 21,118​ 12,674​ (906,955)​ (579,480)​Less: increase/(decrease) in debt, excluding deferred financing costs​​ (231,400)​ 1,370,400​ 1,556,200​ 853,400​ (250,000)​Plus: Share repurchases​ 1,578,186​ 3,140,917​ 3,699,552​ 4,359,991​ 3,378,321​Cash flow before share repurchases and changes in debt​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​​​​​​​​ --- ## Modified: Opinion on the Financial Statements **Key changes:** - Reworded sentence: "(the Company) as of August 30, 2025 and August 31, 2024, the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended August 30, 2025, and the related notes (collectively referred to as the "consolidated financial statements")." - Reworded sentence: "​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 30, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 27, 2025 expressed an unqualified opinion thereon." **Prior (2024):** We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August 31, 2024, and August 26, 2023, the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended August 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2024 and August 26, 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2024, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 28, 2024 expressed an unqualified opinion thereon. ​ **Current (2025):** We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August 30, 2025 and August 31, 2024, the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended August 30, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 30, 2025 and August 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 30, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 30, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 27, 2025 expressed an unqualified opinion thereon. ​ --- ## Modified: Critical Accounting Estimates **Key changes:** - Reworded sentence: "Self-Insurance Reserves We retain a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance; and we obtain third party insurance to limit the exposure related to certain of these risks." - Reworded sentence: "A 10% change in our self-insurance liability would have affected net income by approximately $20.0 million for fiscal 2025." - Reworded sentence: "Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet dates." - Reworded sentence: "41 41 Table of ContentsInterest Rate RiskOur financial market risk results primarily from changes in interest rates." - Reworded sentence: "As of August 30, 2025, and August 31, 2024, no such interest rate swaps were outstanding." **Prior (2024):** Preparation of our Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent liabilities. In the Notes to our Consolidated Financial Statements, we describe our significant accounting policies used in preparing the Consolidated Financial Statements. Our policies are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. Our senior management has identified self-insurance reserves as a critical accounting estimate that is materially impacted by assumptions and has discussed this policy with the Audit Committee of our Board. 38 38 Table of ContentsSelf-Insurance ReservesWe retain a significant portion of the risks associated with workers' compensation, general, product liability, property and vehicle liability; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $257.7 million at August 31, 2024, and $268.8 million at August 26, 2023. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable.The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly.Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $18.8 million for fiscal 2024. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet date.If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.2 million for fiscal 2024. Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes.Interest Rate RiskOur financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps.We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 31, 2024 and August 26, 2023, no such interest rate swaps were outstanding. 39 Table of Contents Table of Contents Table of Contents Self-Insurance ReservesWe retain a significant portion of the risks associated with workers' compensation, general, product liability, property and vehicle liability; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $257.7 million at August 31, 2024, and $268.8 million at August 26, 2023. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable.The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly.Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $18.8 million for fiscal 2024. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet date.If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.2 million for fiscal 2024. Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes.Interest Rate RiskOur financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps.We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 31, 2024 and August 26, 2023, no such interest rate swaps were outstanding. Self-Insurance ReservesWe retain a significant portion of the risks associated with workers' compensation, general, product liability, property and vehicle liability; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $257.7 million at August 31, 2024, and $268.8 million at August 26, 2023. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable.The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly.Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $18.8 million for fiscal 2024. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet date.If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.2 million for fiscal 2024. Item 7A. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes.Interest Rate RiskOur financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps.We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 31, 2024 and August 26, 2023, no such interest rate swaps were outstanding. Self-Insurance Reserves We retain a significant portion of the risks associated with workers' compensation, general, product liability, property and vehicle liability; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $257.7 million at August 31, 2024, and $268.8 million at August 26, 2023. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable. The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly. Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $18.8 million for fiscal 2024. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet date. If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.2 million for fiscal 2024. Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes. Interest Rate Risk Our financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 31, 2024 and August 26, 2023, no such interest rate swaps were outstanding. 39 39 Table of ContentsUnrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings.The fair value of our debt was estimated at $9.0 billion as of August 31, 2024, and $7.3 billion as of August 26, 2023, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $3.5 million and less than the carrying value of debt by $406.6 million at August 31, 2024 and August 26, 2023, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts.We had $580.0 million in variable rate debt outstanding at August 31, 2024 and $1.2 billion in August 26, 2023. We had outstanding fixed rate debt of $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024, and $6.5 billion, net of unamortized debt issuance costs of $41.1 million, at August 26, 2023. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $365.1 million at August 31, 2024.Foreign Currency RiskForeign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material.We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $478.4 million at August 31, 2024 and $409.8 million at August 26, 2023. The year-end exchange rates with respect to the Mexican peso decreased by 17.9% with respect to the U.S. dollar during fiscal 2024 and increased by 15.7% with respect to the U.S. dollar during fiscal 2023. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 31, 2024 and August 26, 2023, would have been approximately $43.5 million and approximately $37.3 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.​40 Table of Contents Table of Contents Table of Contents Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings.The fair value of our debt was estimated at $9.0 billion as of August 31, 2024, and $7.3 billion as of August 26, 2023, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $3.5 million and less than the carrying value of debt by $406.6 million at August 31, 2024 and August 26, 2023, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts.We had $580.0 million in variable rate debt outstanding at August 31, 2024 and $1.2 billion in August 26, 2023. We had outstanding fixed rate debt of $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024, and $6.5 billion, net of unamortized debt issuance costs of $41.1 million, at August 26, 2023. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $365.1 million at August 31, 2024.Foreign Currency RiskForeign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material.We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $478.4 million at August 31, 2024 and $409.8 million at August 26, 2023. The year-end exchange rates with respect to the Mexican peso decreased by 17.9% with respect to the U.S. dollar during fiscal 2024 and increased by 15.7% with respect to the U.S. dollar during fiscal 2023. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 31, 2024 and August 26, 2023, would have been approximately $43.5 million and approximately $37.3 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.​ Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings.The fair value of our debt was estimated at $9.0 billion as of August 31, 2024, and $7.3 billion as of August 26, 2023, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $3.5 million and less than the carrying value of debt by $406.6 million at August 31, 2024 and August 26, 2023, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts.We had $580.0 million in variable rate debt outstanding at August 31, 2024 and $1.2 billion in August 26, 2023. We had outstanding fixed rate debt of $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024, and $6.5 billion, net of unamortized debt issuance costs of $41.1 million, at August 26, 2023. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $365.1 million at August 31, 2024.Foreign Currency RiskForeign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material.We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $478.4 million at August 31, 2024 and $409.8 million at August 26, 2023. The year-end exchange rates with respect to the Mexican peso decreased by 17.9% with respect to the U.S. dollar during fiscal 2024 and increased by 15.7% with respect to the U.S. dollar during fiscal 2023. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 31, 2024 and August 26, 2023, would have been approximately $43.5 million and approximately $37.3 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.​ Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings. The fair value of our debt was estimated at $9.0 billion as of August 31, 2024, and $7.3 billion as of August 26, 2023, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $3.5 million and less than the carrying value of debt by $406.6 million at August 31, 2024 and August 26, 2023, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts. We had $580.0 million in variable rate debt outstanding at August 31, 2024 and $1.2 billion in August 26, 2023. We had outstanding fixed rate debt of $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024, and $6.5 billion, net of unamortized debt issuance costs of $41.1 million, at August 26, 2023. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $365.1 million at August 31, 2024. Foreign Currency Risk Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material. We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $478.4 million at August 31, 2024 and $409.8 million at August 26, 2023. The year-end exchange rates with respect to the Mexican peso decreased by 17.9% with respect to the U.S. dollar during fiscal 2024 and increased by 15.7% with respect to the U.S. dollar during fiscal 2023. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 31, 2024 and August 26, 2023, would have been approximately $43.5 million and approximately $37.3 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations. ​ 40 40 Table of ContentsItem 8. Financial Statements and Supplementary DataIndexManagement's Report on Internal Control Over Financial Reporting42Reports of Independent Registered Public Accounting Firm43Consolidated Statements of Income46Consolidated Statements of Comprehensive Income46Consolidated Balance Sheets47Consolidated Statements of Cash Flows48Consolidated Statements of Stockholders' Deficit49Notes to Consolidated Financial Statements50​​​41 Table of Contents Table of Contents Table of Contents Item 8. Financial Statements and Supplementary DataIndexManagement's Report on Internal Control Over Financial Reporting42Reports of Independent Registered Public Accounting Firm43Consolidated Statements of Income46Consolidated Statements of Comprehensive Income46Consolidated Balance Sheets47Consolidated Statements of Cash Flows48Consolidated Statements of Stockholders' Deficit49Notes to Consolidated Financial Statements50​​​ Item 8. Financial Statements and Supplementary DataIndexManagement's Report on Internal Control Over Financial Reporting42Reports of Independent Registered Public Accounting Firm43Consolidated Statements of Income46Consolidated Statements of Comprehensive Income46Consolidated Balance Sheets47Consolidated Statements of Cash Flows48Consolidated Statements of Stockholders' Deficit49Notes to Consolidated Financial Statements50​​​ Item 8. Financial Statements and Supplementary Data Index Management's Report on Internal Control Over Financial Reporting Management's Report on Internal Control Over Financial Reporting 42 Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm 43 Consolidated Statements of Income Consolidated Statements of Income 46 Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income 46 Consolidated Balance Sheets Consolidated Balance Sheets 47 Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows 48 Consolidated Statements of Stockholders' Deficit Consolidated Statements of Stockholders' Deficit 49 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 50 ​ ​ ​ 41 41 Table of Contents​Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting, including regular testing performed by the Company's internal audit team. Actions are taken to correct deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and a staff of highly qualified financial and legal professionals.Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August 31, 2024.Our independent registered public accounting firm, Ernst & Young LLP (PCAOB ID: 42), audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP's attestation report on the Company's internal control over financial reporting as of August 31, 2024 is included in this Annual Report on Form 10-K.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​42 Table of Contents Table of Contents Table of Contents ​Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting, including regular testing performed by the Company's internal audit team. Actions are taken to correct deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and a staff of highly qualified financial and legal professionals.Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August 31, 2024.Our independent registered public accounting firm, Ernst & Young LLP (PCAOB ID: 42), audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP's attestation report on the Company's internal control over financial reporting as of August 31, 2024 is included in this Annual Report on Form 10-K.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ ​Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting, including regular testing performed by the Company's internal audit team. Actions are taken to correct deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and a staff of highly qualified financial and legal professionals.Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August 31, 2024.Our independent registered public accounting firm, Ernst & Young LLP (PCAOB ID: 42), audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP's attestation report on the Company's internal control over financial reporting as of August 31, 2024 is included in this Annual Report on Form 10-K.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ ​ **Current (2025):** Preparation of our Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent liabilities. In the Notes to our Consolidated Financial Statements, we describe our significant accounting policies used in preparing the Consolidated Financial Statements. Our policies are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. Our senior management has identified self-insurance reserves as a critical accounting estimate that is materially impacted by assumptions and has discussed this policy with the Audit Committee of our Board. Self-Insurance Reserves We retain a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance; and we obtain third party insurance to limit the exposure related to certain of these risks. Our self-insurance reserve estimates totaled $268.8 million at August 30, 2025, and $257.7 million at August 31, 2024. Where estimates are possible, losses covered by insurance are recognized on a gross basis with a corresponding insurance receivable. The assumptions made by management in estimating our self-insurance reserves include consideration of historical cost experience, judgments about the present and expected levels of cost per claim and retention levels. We utilize various methods, including analyses of historical trends and use of a specialist, to estimate the cost to settle reported claims and claims incurred but not yet reported. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. When estimating these liabilities, we consider factors, such as the severity, duration and frequency of claims, legal costs associated with claims, healthcare trends and projected inflation of related factors. In recent history, our methods for determining our exposure have remained consistent, and our historical trends have been appropriately factored into our reserve estimates. As we obtain additional information and refine our methods regarding the assumptions and estimates we use to recognize liabilities incurred, we will adjust our reserves accordingly. Management believes that the various assumptions developed and actuarial methods used to determine our self- insurance reserves are reasonable and provide meaningful data and information that management uses to make its best estimate of our exposure to these risks. Arriving at these estimates, however, requires a significant amount of subjective judgment by management, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. For example, changes in our assumptions about healthcare costs, the severity of accidents and the incidence of illness, the average size of claims and other factors could cause actual claim costs to vary from our assumptions and estimates, causing our reserves to be overstated or understated. A 10% change in our self-insurance liability would have affected net income by approximately $20.0 million for fiscal 2025. Our liabilities for workers' compensation, general and product liability, property and vehicle claims do not have scheduled maturities; however, the timing of future payments is predictable based on historical patterns and is relied upon in determining the current portion of these liabilities. Accordingly, we reflect the net present value of the obligations we determine to be long-term using the risk-free interest rate as of the balance sheet dates. If the discount rate used to calculate the present value of these reserves changed by 25 basis points, net income would have been affected by approximately $1.3 million for fiscal 2025. Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from, among other things, changes in interest rates, foreign exchange rates and fuel prices. From time to time, we use various derivative instruments to reduce interest rate and fuel price risks. To date, no derivative instruments have been utilized to reduce foreign exchange rate risk. All of our hedging activities are governed by guidelines that are authorized by the Board. Further, we do not buy or sell derivative instruments for trading purposes. 41 41 Table of ContentsInterest Rate RiskOur financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps.We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 30, 2025, and August 31, 2024, no such interest rate swaps were outstanding. Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings.The fair value of our debt was estimated at $8.9 billion as of August 30, 2025, and $9.0 billion as of August 31, 2024, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $94.4 million and $3.5 million at August 30, 2025, and August 31, 2024, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts.We had $748.6 million and $580.0 million in variable rate debt outstanding at August 30, 2025, and August 31, 2024, respectively. We had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of $48.8 million, at August 30, 2025, and $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $443.7 million at August 30, 2025.Foreign Currency RiskForeign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material.We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $893.1 million at August 30, 2025, and $478.4 million at August 31, 2024. The year-end exchange rates with respect to the Mexican peso increased by 5.9% with respect to the U.S. dollar during fiscal 2025 and decreased by 17.9% with respect to the U.S. dollar during fiscal 2024. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 30, 2025, and August 31, 2024, would have been approximately $81.2 million and approximately $43.5 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.​42 Table of Contents Table of Contents Table of Contents Interest Rate RiskOur financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps.We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 30, 2025, and August 31, 2024, no such interest rate swaps were outstanding. Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings.The fair value of our debt was estimated at $8.9 billion as of August 30, 2025, and $9.0 billion as of August 31, 2024, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $94.4 million and $3.5 million at August 30, 2025, and August 31, 2024, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts.We had $748.6 million and $580.0 million in variable rate debt outstanding at August 30, 2025, and August 31, 2024, respectively. We had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of $48.8 million, at August 30, 2025, and $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $443.7 million at August 30, 2025.Foreign Currency RiskForeign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material.We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $893.1 million at August 30, 2025, and $478.4 million at August 31, 2024. The year-end exchange rates with respect to the Mexican peso increased by 5.9% with respect to the U.S. dollar during fiscal 2025 and decreased by 17.9% with respect to the U.S. dollar during fiscal 2024. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 30, 2025, and August 31, 2024, would have been approximately $81.2 million and approximately $43.5 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.​ Interest Rate Risk Our financial market risk results primarily from changes in interest rates. At times, we reduce our exposure to changes in interest rates by entering into various interest rate hedge instruments such as interest rate swap contracts, treasury lock agreements and forward-starting interest rate swaps. We have historically utilized interest rate swaps to convert variable rate debt to fixed rate debt and to lock in fixed rates on future debt issuances. We reflect the current fair value of all interest rate hedge instruments as a component of either other current assets or accrued expenses and other. Our interest rate hedge instruments are designated as cash flow hedges. As of August 30, 2025, and August 31, 2024, no such interest rate swaps were outstanding. Unrealized gains and losses on interest rate hedges are deferred in stockholders' deficit as a component of Accumulated Other Comprehensive Loss. These deferred gains and losses are recognized in income as a decrease or increase to interest expense in the period in which the related cash flows being hedged are recognized in expense. However, to the extent that the change in value of an interest rate hedge instrument does not perfectly offset the change in the value of the cash flow being hedged, that ineffective portion is immediately recognized in earnings. The fair value of our debt was estimated at $8.9 billion as of August 30, 2025, and $9.0 billion as of August 31, 2024, based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities. Such fair value is greater than the carrying value of debt by $94.4 million and $3.5 million at August 30, 2025, and August 31, 2024, respectively. This amount reflects face amount, adjusted for any unamortized debt issuance costs and discounts. We had $748.6 million and $580.0 million in variable rate debt outstanding at August 30, 2025, and August 31, 2024, respectively. We had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of $48.8 million, at August 30, 2025, and $8.4 billion, net of unamortized debt issuance costs of $55.6 million, at August 31, 2024. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately $443.7 million at August 30, 2025. Foreign Currency Risk Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than our entities' functional currencies. To minimize our risk, we generally enter into transactions denominated in the respective functional currencies. We are exposed to Brazilian reals, Canadian dollars, euros, Chinese yuan renminbi and British pounds, but our primary foreign currency exposure arises from Mexican peso-denominated revenues and profits and their translation into U.S. dollars. Foreign currency exposures arising from transactions denominated in currencies other than the functional currency are not material. We view our investments in Mexican subsidiaries as long-term. As a result, we generally do not hedge these net investments. The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was $893.1 million at August 30, 2025, and $478.4 million at August 31, 2024. The year-end exchange rates with respect to the Mexican peso increased by 5.9% with respect to the U.S. dollar during fiscal 2025 and decreased by 17.9% with respect to the U.S. dollar during fiscal 2024. The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August 30, 2025, and August 31, 2024, would have been approximately $81.2 million and approximately $43.5 million, respectively. Any changes in our net assets in the Mexican subsidiaries relating to foreign currency exchange rates would be reflected in the foreign currency translation component of Accumulated Other Comprehensive Loss, unless the Mexican subsidiaries are sold or otherwise disposed. A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations. ​ 42 42 Table of ContentsItem 8. Financial Statements and Supplementary DataIndexManagement's Report on Internal Control Over Financial Reporting44Reports of Independent Registered Public Accounting Firm45Consolidated Statements of Income48Consolidated Statements of Comprehensive Income48Consolidated Balance Sheets49Consolidated Statements of Cash Flows50Consolidated Statements of Stockholders' Deficit51Notes to Consolidated Financial Statements52​​​43 Table of Contents Table of Contents Table of Contents Item 8. Financial Statements and Supplementary DataIndexManagement's Report on Internal Control Over Financial Reporting44Reports of Independent Registered Public Accounting Firm45Consolidated Statements of Income48Consolidated Statements of Comprehensive Income48Consolidated Balance Sheets49Consolidated Statements of Cash Flows50Consolidated Statements of Stockholders' Deficit51Notes to Consolidated Financial Statements52​​​ Item 8. Financial Statements and Supplementary Data Index Management's Report on Internal Control Over Financial Reporting Management's Report on Internal Control Over Financial Reporting 44 Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm 45 Consolidated Statements of Income Consolidated Statements of Income 48 Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income 48 Consolidated Balance Sheets Consolidated Balance Sheets 49 Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows 50 Consolidated Statements of Stockholders' Deficit Consolidated Statements of Stockholders' Deficit 51 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 52 ​ ​ ​ 43 43 Table of Contents​Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting, including regular testing performed by the Company's internal audit team. Actions are taken to correct deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and a staff of highly qualified financial and legal professionals.Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August 30, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August 30, 2025.Our independent registered public accounting firm, Ernst & Young LLP (PCAOB ID: 42), audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP's attestation report on the Company's internal control over financial reporting as of August 30, 2025, is included in this Annual Report on Form 10-K.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​44 Table of Contents Table of Contents Table of Contents ​Management's Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, defined policies and procedures for conducting and governing our business, sophisticated information systems for processing transactions and properly trained staff. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting, including regular testing performed by the Company's internal audit team. Actions are taken to correct deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior management, our Audit Committee and a staff of highly qualified financial and legal professionals.Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August 30, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework.Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August 30, 2025.Our independent registered public accounting firm, Ernst & Young LLP (PCAOB ID: 42), audited the effectiveness of our internal control over financial reporting. Ernst & Young LLP's attestation report on the Company's internal control over financial reporting as of August 30, 2025, is included in this Annual Report on Form 10-K.​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​ ​ --- ## Modified: A downgrade in our credit ratings or a general disruption in the credit markets could make it more difficult for us to access funds, refinance our debt, obtain new funding or issue debt securities. **Key changes:** - Reworded sentence: "A downgrade in our credit ratings could limit our access to public debt markets, limit the institutions willing to provide credit facilities to us, result in more restrictive financial and other covenants in our public and 21 21 Table of Contentsprivate debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings." - Reworded sentence: "Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent borrowing terms." - Added sentence: "There is added uncertainty surrounding potential changes to the regulatory environment in the United States." - Reworded sentence: "For example, we have significant operations in California and other states, where serious drought has made water less available and more costly and has increased the risk of wildfires." - Reworded sentence: "Growing concern over climate change has led policy makers in some jurisdictions to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions." **Prior (2024):** ​ Our short-term and long-term debt is rated investment grade by the major rating agencies. These investment-grade credit ratings have historically allowed us to take advantage of lower interest rates and other favorable terms on our short-term credit lines, in our senior debt offerings and in the commercial paper markets. To maintain our investment-grade ratings, we are required to meet certain financial performance ratios. A change by the rating agencies in these ratios, an increase in our debt, and/or a decline in our earnings could result in downgrades in our credit ratings. A downgrade in our credit ratings could limit our access to public debt markets, limit the institutions willing to provide credit facilities to us, result in more restrictive financial and other covenants in our public and private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings. Additionally, a downgrade in our credit or changes in the financial markets may limit financial institutions' willingness to participate in our supplier financing arrangements, which may result in vendors seeking to renegotiate their payment terms. Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent 20 20 Table of Contentsborrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt.​Legal and Regulatory Risks​Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.​We are subject to numerous federal, state and local laws and regulations, many of which are complex, frequently revised and subject to varying interpretations. These include laws governing employment and labor, wage and hour, environmental matters, proper handling and disposal of hazardous materials and waste, employee benefits, data privacy, cybersecurity, safety, the pricing and sale of goods, import and export compliance, transportation and logistics, consumer protection and advertising, among others. These laws may change over time and may differ substantially across the areas where we operate. Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws. If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to governmental enforcement action or private litigation resulting in restrictions on our business, monetary penalties, reputational harm and increased costs of regulatory compliance. Any changes in the enforcement or interpretation of existing laws and regulations or the enactment of any new laws and regulations, including tax legislation, could have a material adverse impact on our financial condition and results of operations. We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or may result from increased scrutiny from a particular agency or toward a particular industry.​We may be adversely affected by legal, regulatory or market responses to global climate change.​Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in the U.S. to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows.​We may be unable to achieve the goals and aspirations set forth in our environmental, social and governance (ESG) report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to ESG matters.​Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business and our diverse stakeholders expect us to make progress in certain ESG priority issue areas. A 21 Table of Contents Table of Contents Table of Contents borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt.​Legal and Regulatory Risks​Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.​We are subject to numerous federal, state and local laws and regulations, many of which are complex, frequently revised and subject to varying interpretations. These include laws governing employment and labor, wage and hour, environmental matters, proper handling and disposal of hazardous materials and waste, employee benefits, data privacy, cybersecurity, safety, the pricing and sale of goods, import and export compliance, transportation and logistics, consumer protection and advertising, among others. These laws may change over time and may differ substantially across the areas where we operate. Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws. If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to governmental enforcement action or private litigation resulting in restrictions on our business, monetary penalties, reputational harm and increased costs of regulatory compliance. Any changes in the enforcement or interpretation of existing laws and regulations or the enactment of any new laws and regulations, including tax legislation, could have a material adverse impact on our financial condition and results of operations. We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or may result from increased scrutiny from a particular agency or toward a particular industry.​We may be adversely affected by legal, regulatory or market responses to global climate change.​Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in the U.S. to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows.​We may be unable to achieve the goals and aspirations set forth in our environmental, social and governance (ESG) report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to ESG matters.​Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business and our diverse stakeholders expect us to make progress in certain ESG priority issue areas. A borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt.​Legal and Regulatory Risks​Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.​We are subject to numerous federal, state and local laws and regulations, many of which are complex, frequently revised and subject to varying interpretations. These include laws governing employment and labor, wage and hour, environmental matters, proper handling and disposal of hazardous materials and waste, employee benefits, data privacy, cybersecurity, safety, the pricing and sale of goods, import and export compliance, transportation and logistics, consumer protection and advertising, among others. These laws may change over time and may differ substantially across the areas where we operate. Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws. If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to governmental enforcement action or private litigation resulting in restrictions on our business, monetary penalties, reputational harm and increased costs of regulatory compliance. Any changes in the enforcement or interpretation of existing laws and regulations or the enactment of any new laws and regulations, including tax legislation, could have a material adverse impact on our financial condition and results of operations. We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or may result from increased scrutiny from a particular agency or toward a particular industry.​We may be adversely affected by legal, regulatory or market responses to global climate change.​Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in the U.S. to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant increases in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows.​We may be unable to achieve the goals and aspirations set forth in our environmental, social and governance (ESG) report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to ESG matters.​Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business and our diverse stakeholders expect us to make progress in certain ESG priority issue areas. A borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt. ​ **Current (2025):** ​ Our short-term and long-term debt is rated investment grade by the major rating agencies. These investment-grade credit ratings have historically allowed us to take advantage of lower interest rates and other favorable terms on our short-term credit lines, in our senior debt offerings and in the commercial paper markets. To maintain our investment-grade ratings, we are required to meet certain financial performance ratios. A change by the rating agencies in these ratios, an increase in our debt, and/or a decline in our earnings could result in downgrades in our credit ratings. A downgrade in our credit ratings could limit our access to public debt markets, limit the institutions willing to provide credit facilities to us, result in more restrictive financial and other covenants in our public and 21 21 Table of Contentsprivate debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings. Additionally, a downgrade in our credit or changes in the financial markets may limit financial institutions' willingness to participate in our supplier financing arrangements, which may result in vendors seeking to renegotiate their payment terms. Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt.​Legal and Regulatory Risks​Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.​We are subject to numerous federal, state and local laws and regulations, many of which are complex, frequently revised and subject to varying interpretations. These include laws governing employment and labor, wage and hour, environmental matters, proper handling and disposal of hazardous materials and waste, employee benefits, data privacy, cybersecurity, safety, the pricing and sale of goods, import and export compliance, transportation and logistics, consumer protection and advertising, among others. These laws may change over time and may differ substantially across the areas where we operate. There is added uncertainty surrounding potential changes to the regulatory environment in the United States. Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws. If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to governmental enforcement action or private litigation resulting in restrictions on our business, monetary penalties, reputational harm and increased costs of regulatory compliance. Any changes in the enforcement or interpretation of existing laws and regulations or the enactment of any new laws and regulations, including tax legislation, could have a material adverse impact on our financial condition and results of operations. We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or may result from increased scrutiny from a particular agency or toward a particular industry.​We may be adversely affected by legal, regulatory or market responses to global climate change.​Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California and other states, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in some jurisdictions to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant changes in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new or changing federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows.​22 Table of Contents Table of Contents Table of Contents private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings. Additionally, a downgrade in our credit or changes in the financial markets may limit financial institutions' willingness to participate in our supplier financing arrangements, which may result in vendors seeking to renegotiate their payment terms. Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt.​Legal and Regulatory Risks​Our business, results of operations, financial condition and cash flows may be adversely affected by the adoption of new laws, changes to existing laws, increased enforcement activity or other governmental actions.​We are subject to numerous federal, state and local laws and regulations, many of which are complex, frequently revised and subject to varying interpretations. These include laws governing employment and labor, wage and hour, environmental matters, proper handling and disposal of hazardous materials and waste, employee benefits, data privacy, cybersecurity, safety, the pricing and sale of goods, import and export compliance, transportation and logistics, consumer protection and advertising, among others. These laws may change over time and may differ substantially across the areas where we operate. There is added uncertainty surrounding potential changes to the regulatory environment in the United States. Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws. If we fail to comply with these laws, rules and regulations, or the manner in which they are interpreted or applied, we may be subject to governmental enforcement action or private litigation resulting in restrictions on our business, monetary penalties, reputational harm and increased costs of regulatory compliance. Any changes in the enforcement or interpretation of existing laws and regulations or the enactment of any new laws and regulations, including tax legislation, could have a material adverse impact on our financial condition and results of operations. We may also be subject to investigations or audits by governmental authorities and regulatory agencies as a result of enforcing existing laws and regulations or changes in enforcement priorities, which can occur in the ordinary course of business or may result from increased scrutiny from a particular agency or toward a particular industry.​We may be adversely affected by legal, regulatory or market responses to global climate change.​Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California and other states, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in some jurisdictions to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant changes in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new or changing federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows.​ private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings. Additionally, a downgrade in our credit or changes in the financial markets may limit financial institutions' willingness to participate in our supplier financing arrangements, which may result in vendors seeking to renegotiate their payment terms. Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent borrowing terms. Conditions and events in the global credit markets could have a material adverse effect on our access to short-term and long-term debt and the terms and cost of that debt. ​ --- ## Modified: Risk Management and Strategy **Key changes:** - Reworded sentence: "Our program prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems." - Reworded sentence: "​ Governance The cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight from our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly." - Reworded sentence: "Our CISO has over 25 years' experience in IT, with over 20 years in dedicated Information Security leadership roles." - Reworded sentence: "​ 24 24 Table of ContentsThe Audit Committee is responsible for overseeing the Company's enterprise risk management program, including cybersecurity risks." - Reworded sentence: "Mine Safety DisclosuresNot applicable.25 Table of Contents Table of Contents Table of Contents The Audit Committee is responsible for overseeing the Company's enterprise risk management program, including cybersecurity risks." **Prior (2024):** Program ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program 22 22 Table of Contentsprioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management.​During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.​Cybersecurity Risks​While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​GovernanceThe cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight of our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with almost 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.​The Audit Committee is responsible for overseeing the company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress.23 Table of Contents Table of Contents Table of Contents prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management.​During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.​Cybersecurity Risks​While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​GovernanceThe cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight of our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with almost 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.​The Audit Committee is responsible for overseeing the company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress. prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management.​During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents.​Cybersecurity Risks​While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​GovernanceThe cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight of our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with almost 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.​The Audit Committee is responsible for overseeing the company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress. prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​ Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​ AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management. ​ During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents. ​ Cybersecurity Risks ​ While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​ Governance The cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight of our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly. AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with almost 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. ​ The Audit Committee is responsible for overseeing the company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress. 23 23 Table of ContentsItem 2. PropertiesThe following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 31, 2024:​​​​​​ No. of Store Square​​Stores​ Footage(1)Leased 4,081 27,226,410Owned 3,272 22,190,827Total 7,353 49,417,237​(1)Square footage excludes store support centers, regional offices, distribution centers and the areas that hold the local mega hub and hub expanded assortment.We have approximately 7.1 million square feet in distribution centers servicing our stores, of which approximately 2.1 million square feet is leased and the remainder is owned. We have 11 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate.Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.Item 4. Mine Safety DisclosuresNot applicable.24 Table of Contents Table of Contents Table of Contents Item 2. PropertiesThe following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 31, 2024:​​​​​​ No. of Store Square​​Stores​ Footage(1)Leased 4,081 27,226,410Owned 3,272 22,190,827Total 7,353 49,417,237​(1)Square footage excludes store support centers, regional offices, distribution centers and the areas that hold the local mega hub and hub expanded assortment.We have approximately 7.1 million square feet in distribution centers servicing our stores, of which approximately 2.1 million square feet is leased and the remainder is owned. We have 11 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate.Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.Item 4. Mine Safety DisclosuresNot applicable. Item 2. PropertiesThe following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 31, 2024:​​​​​​ No. of Store Square​​Stores​ Footage(1)Leased 4,081 27,226,410Owned 3,272 22,190,827Total 7,353 49,417,237​(1)Square footage excludes store support centers, regional offices, distribution centers and the areas that hold the local mega hub and hub expanded assortment.We have approximately 7.1 million square feet in distribution centers servicing our stores, of which approximately 2.1 million square feet is leased and the remainder is owned. We have 11 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate.Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.Item 4. Mine Safety DisclosuresNot applicable. Item 2. Properties The following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ No. of **Current (2025):** Program ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems. ​ Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security Standard, among others. As part of our cybersecurity strategy, we regularly engage independent, outside expertise to assess and benchmark our overall program against these industry standards. ​ AutoZone, with the assistance of our managed security service provider, continuously monitors our threat intelligence and events within our digital environments. We employ a variety of methods designed to test and improve our controls, including vulnerability scanning, penetration testing, and attack simulation testing. We have an incident response plan which sets forth procedures to investigate, respond to, contain, and remediate incidents with the support of a cross-functional team. The incident response plan also outlines a process for escalating and communicating incidents to members of management. ​ During the contract review and vendor engagement process, we assess vendors' adherence to appropriate security practices, requirements, and expectations, including compliance with industry standards and applicable laws and regulations. We also engage a third-party to monitor certain service providers so that we may be alerted of important events that would impact such party's risk profile. We have an Information Security Awareness program which seeks to educate our employees on security risks and best practices through training, internal communications, and security awareness campaigns. We maintain cybersecurity insurance coverage that may protect us from losses in connection with certain cybersecurity incidents. ​ Cybersecurity Risks ​ While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data. Any future incident could significantly disrupt our operations and key business processes, result in the impairment, loss, unauthorized access of critical or sensitive data, be costly and resource-intensive to remedy; harm our reputation and relationship with customers, AutoZoners, vendors and other stakeholders; and have a material adverse impact on our business and operating results. See "Information Technology, Cybersecurity and Data Privacy Risks" in Item 1.A., Risk Factors for additional information related to cybersecurity risks. ​ Governance The cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight from our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly. AutoZone's Chief Information Security Officer (CISO) reports directly to our Chief Information Officer and Senior Vice President of Information Technology. Our CISO has over 25 years' experience in IT, with over 20 years in dedicated Information Security leadership roles. He has experience across a broad range of industries and holds credentials including the Certified Information Systems Security Professional and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. ​ 24 24 Table of ContentsThe Audit Committee is responsible for overseeing the Company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress.Item 2. PropertiesThe following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 30, 2025:​​​​​​ No. of Store Square​​Stores​ Footage(1)Leased 4,307 29,029,004Owned 3,350 22,788,576Total 7,657 51,817,580​(1)Square footage excludes store support centers, regional offices, distribution centers and the areas that hold the local mega hub and hub expanded assortment.We have approximately 8.5 million square feet in distribution centers servicing our stores, of which approximately 2.0 million square feet is leased and the remainder is owned. We have 13 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate.Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.Item 4. Mine Safety DisclosuresNot applicable.25 Table of Contents Table of Contents Table of Contents The Audit Committee is responsible for overseeing the Company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress.Item 2. PropertiesThe following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 30, 2025:​​​​​​ No. of Store Square​​Stores​ Footage(1)Leased 4,307 29,029,004Owned 3,350 22,788,576Total 7,657 51,817,580​(1)Square footage excludes store support centers, regional offices, distribution centers and the areas that hold the local mega hub and hub expanded assortment.We have approximately 8.5 million square feet in distribution centers servicing our stores, of which approximately 2.0 million square feet is leased and the remainder is owned. We have 13 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate.Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million.Item 4. Mine Safety DisclosuresNot applicable. The Audit Committee is responsible for overseeing the Company's enterprise risk management program, including cybersecurity risks. At its quarterly committee meetings, the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress. the Audit Committee reviews and discusses cybersecurity matters directly with our CISO, including relevant cybersecurity risks, changes to AutoZone's threat landscape, risk mitigation strategies, cybersecurity program assessments and results, and cybersecurity roadmap and progress. Item 2. Properties The following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ No. of --- ## Modified: Selected Operating Data **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ Number of stores at beginning of year ​ 7,353 ​ 7,140 ​ 6,943 ​ 6,767 ​ 6,549 ​ New stores ​ 305 ​ 217 ​ 198 ​ 177 ​ 219 ​ Closed stores ​ 1 ​ 4 ​ 1 ​ 1 ​ 1 ​ Net new stores ​ 304 ​ 213 ​ 197 ​ 176 ​ 218 ​ Relocated stores ​ 9 ​ 6 ​ 12 ​ 13 ​ 12 ​ Number of stores at end of year ​ 7,657 ​ 7,353 ​ 7,140 ​ 6,943 ​ 6,767 ​ AutoZone domestic commercial programs ​ 6,098 ​ 5,898 ​ 5,682 ​ 5,342 ​ 5,179 ​ Total Company Store Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory per store (in thousands) ​ $ 918 ​ $ 837 ​ $ 807 ​ $ 812 ​ $ 686 ​ Total AutoZone store square footage (in thousands) ​ 51,818 ​ 49,417 ​ 47,899 ​ 46,435 ​ 45,057 ​ Average square footage per AutoZone store ​ 6,767 ​ 6,721 ​ 6,709 ​ 6,688 ​ 6,658 ​ Increase in AutoZone store square footage ​ 4.9% ​ 3.2% ​ 3.2% ​ 3.1% ​ 3.6% ​ Average net sales per AutoZone store (in thousands) ​ $ 2,523 ​ $ 2,505 ​ $ 2,435 ​ $ 2,329 ​ $ 2,160 ​ Net sales per AutoZone store average square foot ​ $ 374 ​ $ 373 ​ $ 363 ​ $ 349 ​ $ 325 ​ Total employees at end of year (in thousands) ​ 130 ​ 126 ​ 119 ​ 112 ​ 105 ​ Inventory turnover(6) ​ 1.4x ​ 1.5x ​ 1.5x ​ 1.5x ​ 1.5x ​ Accounts payable to inventory ratio ​ 114.2% ​ 119.5% ​ 124.9% ​ 129.5% ​ 129.6% ​ After-tax return on invested capital(7) ​ 41.3% ​ 49.7% ​ 55.4% ​ 52.9% ​ 41.0% ​ Adjusted debt to EBITDAR(8) ​ 2.5 ​ 2.5 ​ 2.3 ​ 2.1 ​ 2.0 ​ Net cash provided by operating activities (in thousands)(3) ​ $ 3,117,337 ​ $ 3,004,116 ​ $ 2,940,788 ​ $ 3,211,135 ​ $ 3,518,543 ​ Cash flow before share repurchases and changes in debt (in thousands)(9) ​ $ 1,783,217 ​ $ 1,791,635 ​ $ 2,156,026 ​ $ 2,599,636 ​ $ 3,048,841 ​ Share repurchases (in thousands)(5)(10) ​ $ 1,531,659 ​ $ 3,170,320 ​ $ 3,723,289 ​ $ 4,359,991 ​ $ 3,378,321 ​ Number of shares repurchased (in thousands) ​ 447 ​ 1,149 ​ 1,524 ​ 2,220 ​ 2,592 ​ 30 30 Table of Contents(1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax).(3) Fiscal 2025, 2024, 2023, 2022 and 2021 include excess tax benefits from stock option exercises of $58.2 million, $81.4 million, $92.2 million, $63.2 million, and $56.4 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year." - Reworded sentence: "See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023." - Reworded sentence: "See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023." - Reworded sentence: "(2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax)." - Reworded sentence: "(10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023." **Prior (2024):** ​ ​ ​ ​ ​ ​ Number of stores at beginning of year ​ 7,140 ​ 6,943 ​ 6,767 ​ 6,549 ​ 6,411 ​ New stores ​ 217 ​ 198 ​ 177 ​ 219 ​ 138 ​ Closed stores ​ 4 ​ 1 ​ 1 ​ 1 ​ - ​ Net new stores ​ 213 ​ 197 ​ 176 ​ 218 ​ 138 ​ Relocated stores ​ 6 ​ 12 ​ 13 ​ 12 ​ 5 ​ Number of stores at end of year ​ 7,353 ​ 7,140 ​ 6,943 ​ 6,767 ​ 6,549 ​ AutoZone domestic commercial programs ​ 5,898 ​ 5,682 ​ 5,342 ​ 5,179 ​ 5,007 ​ Total Company Store Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory per store (in thousands) ​ $ 837 ​ $ 807 ​ $ 812 ​ $ 686 ​ $ 683 ​ Total AutoZone store square footage (in thousands) ​ 49,417 ​ 47,899 ​ 46,435 ​ 45,057 ​ 43,502 ​ Average square footage per AutoZone store ​ 6,721 ​ 6,709 ​ 6,688 ​ 6,658 ​ 6,643 ​ Increase in AutoZone store square footage ​ 3.2 % 3.2 % 3.1 % 3.6 % 2.3 % Average net sales per AutoZone store (in thousands) ​ $ 2,505 ​ $ 2,435 ​ $ 2,329 ​ $ 2,160 ​ $ 1,914 ​ Net sales per AutoZone store average square foot ​ $ 373 ​ $ 363 ​ $ 349 ​ $ 325 ​ $ 288 ​ Total employees at end of year (in thousands) ​ 126 ​ 119 ​ 112 ​ 105 ​ 100 ​ Inventory turnover(6) ​ 1.5x ​ 1.5x ​ 1.5x ​ 1.5x ​ 1.3x ​ Accounts payable to inventory ratio ​ 119.5 % 124.9 % 129.5 % 129.6 % 115.3 % After-tax return on invested capital(7) ​ 49.7 % 55.4 % 52.9 % 41.0 % 35.7 % Adjusted debt to EBITDAR(8) ​ 2.5 ​ 2.3 ​ 2.1 ​ 2.0 ​ 2.4 ​ Net cash provided by operating activities (in thousands)(3) ​ $ 3,004,116 ​ $ 2,940,788 ​ $ 3,211,135 ​ $ 3,518,543 ​ $ 2,720,108 ​ Cash flow before share repurchases and changes in debt (in thousands)(9) ​ $ 1,791,635 ​ $ 2,156,026 ​ $ 2,599,636 ​ $ 3,048,841 ​ $ 2,185,418 ​ Share repurchases (in thousands)(5)(10) ​ $ 3,170,320 ​ $ 3,723,289 ​ $ 4,359,991 ​ $ 3,378,321 ​ $ 930,903 ​ Number of shares repurchased (in thousands)(5) ​ 1,149 ​ 1,524 ​ 2,220 ​ 2,592 ​ 826 ​ 28 28 Table of Contents(1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 and August 29, 2020 were negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax) and $83.9 million (pre-tax), respectively.(3) Fiscal 2024, 2023, 2022, 2021 and 2020 include excess tax benefits from stock option exercises of $81.4 million, $92.2 million, $63.2 million, $56.4 million, and $20.9 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.(6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.(7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.​29 Table of Contents Table of Contents Table of Contents (1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 and August 29, 2020 were negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax) and $83.9 million (pre-tax), respectively.(3) Fiscal 2024, 2023, 2022, 2021 and 2020 include excess tax benefits from stock option exercises of $81.4 million, $92.2 million, $63.2 million, $56.4 million, and $20.9 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.(6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.(7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.​ (1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 and August 29, 2020 were negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax) and $83.9 million (pre-tax), respectively.(3) Fiscal 2024, 2023, 2022, 2021 and 2020 include excess tax benefits from stock option exercises of $81.4 million, $92.2 million, $63.2 million, $56.4 million, and $20.9 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.(6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.(7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.​ (1) The fiscal year ended August 31, 2024 consisted of 53 weeks. (2) The 52 weeks ended August 28, 2021 and August 29, 2020 were negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax) and $83.9 million (pre-tax), respectively. (3) Fiscal 2024, 2023, 2022, 2021 and 2020 include excess tax benefits from stock option exercises of $81.4 million, $92.2 million, $63.2 million, $56.4 million, and $20.9 million, respectively. (4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021. (6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters. (7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (10) Share repurchases are inclusive of excise tax in fiscal 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022. ​ 29 29 Table of ContentsFiscal 2024 Compared with Fiscal 2023For the fiscal year ended August 31, 2024, we had net sales of $18.5 billion compared with $17.5 billion for the year ended August 26, 2023, an increase of 5.9%. This growth was driven primarily by the additional 53rd week sales of $365.9 million, net sales of $292.4 million from new domestic and international stores and an increase in total company same store sales of 1.4% on a constant currency basis. Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows:​​​​​​​​​​​​​​​Fiscal Year Ended August​​​ ​ ​Constant Currency (1) ​​2024​2023​2024​2023Domestic​ 0.4% ​ 3.4% ​ 0.4% ​ 3.4% International 16.1% 29.3% 10.2% 17.5% Total Company 2.1% 5.6% 1.4% 4.6% ​(1)Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.​At August 31, 2024, we operated 6,432 domestic stores, 794 in Mexico and 127 in Brazil, compared with 6,300 domestic stores, 740 in Mexico and 100 in Brazil at August 26, 2023. We reported a total auto parts segment (domestic, Mexico and Brazil) sales increase of 5.9% for fiscal 2024. ​Gross profit for fiscal 2024 was $9.8 billion, or 53.1% of net sales, a 114 basis point increase compared with $9.1 billion, or 52.0% of net sales for fiscal 2023. The increase in gross margin was driven by higher merchandise margins and 47 basis points ($84.0 million net) from non-cash LIFO favorability.Operating, selling, general and administrative expenses for fiscal 2024 increased to $6.0 billion, or 32.6% of net sales, from $5.6 billion, or 32.1% of net sales for fiscal 2023. The increase in operating expenses as a percentage of sales was primarily driven by domestic store payroll.Interest expense, net for fiscal 2024 was $451.6 million compared with $306.4 million during fiscal 2023. Average borrowings for fiscal 2024 were $8.7 billion, compared with $7.0 billion for fiscal 2023. Weighted average borrowing rates were 4.39% and 3.78% for fiscal 2024 and 2023, respectively.Our effective income tax rate was 20.2% of pre-tax income for both fiscal 2024 and fiscal 2023. The benefit from stock options exercised in fiscal 2024 was $81.4 million compared to $92.2 million in fiscal 2023 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2024 increased by 5.3% to $2.7 billion, and diluted earnings per share increased 13.0% to $149.55 from $132.36 in fiscal 2023. The impact on the fiscal 2024 diluted earnings per share from stock repurchases was an increase of $0.96.Fiscal 2023 Compared with Fiscal 2022A discussion of changes in our results of operations from fiscal 2023 to fiscal 2022 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023, filed with the SEC on October 24, 2023, which is available free of charge on the SECs website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page.30 Table of Contents Table of Contents Table of Contents Fiscal 2024 Compared with Fiscal 2023For the fiscal year ended August 31, 2024, we had net sales of $18.5 billion compared with $17.5 billion for the year ended August 26, 2023, an increase of 5.9%. This growth was driven primarily by the additional 53rd week sales of $365.9 million, net sales of $292.4 million from new domestic and international stores and an increase in total company same store sales of 1.4% on a constant currency basis. Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows:​​​​​​​​​​​​​​​Fiscal Year Ended August​​​ ​ ​Constant Currency (1) ​​2024​2023​2024​2023Domestic​ 0.4% ​ 3.4% ​ 0.4% ​ 3.4% International 16.1% 29.3% 10.2% 17.5% Total Company 2.1% 5.6% 1.4% 4.6% ​(1)Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.​At August 31, 2024, we operated 6,432 domestic stores, 794 in Mexico and 127 in Brazil, compared with 6,300 domestic stores, 740 in Mexico and 100 in Brazil at August 26, 2023. We reported a total auto parts segment (domestic, Mexico and Brazil) sales increase of 5.9% for fiscal 2024. ​Gross profit for fiscal 2024 was $9.8 billion, or 53.1% of net sales, a 114 basis point increase compared with $9.1 billion, or 52.0% of net sales for fiscal 2023. The increase in gross margin was driven by higher merchandise margins and 47 basis points ($84.0 million net) from non-cash LIFO favorability.Operating, selling, general and administrative expenses for fiscal 2024 increased to $6.0 billion, or 32.6% of net sales, from $5.6 billion, or 32.1% of net sales for fiscal 2023. The increase in operating expenses as a percentage of sales was primarily driven by domestic store payroll.Interest expense, net for fiscal 2024 was $451.6 million compared with $306.4 million during fiscal 2023. Average borrowings for fiscal 2024 were $8.7 billion, compared with $7.0 billion for fiscal 2023. Weighted average borrowing rates were 4.39% and 3.78% for fiscal 2024 and 2023, respectively.Our effective income tax rate was 20.2% of pre-tax income for both fiscal 2024 and fiscal 2023. The benefit from stock options exercised in fiscal 2024 was $81.4 million compared to $92.2 million in fiscal 2023 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2024 increased by 5.3% to $2.7 billion, and diluted earnings per share increased 13.0% to $149.55 from $132.36 in fiscal 2023. The impact on the fiscal 2024 diluted earnings per share from stock repurchases was an increase of $0.96.Fiscal 2023 Compared with Fiscal 2022A discussion of changes in our results of operations from fiscal 2023 to fiscal 2022 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023, filed with the SEC on October 24, 2023, which is available free of charge on the SECs website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page. Fiscal 2024 Compared with Fiscal 2023For the fiscal year ended August 31, 2024, we had net sales of $18.5 billion compared with $17.5 billion for the year ended August 26, 2023, an increase of 5.9%. This growth was driven primarily by the additional 53rd week sales of $365.9 million, net sales of $292.4 million from new domestic and international stores and an increase in total company same store sales of 1.4% on a constant currency basis. Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows:​​​​​​​​​​​​​​​Fiscal Year Ended August​​​ ​ ​Constant Currency (1) ​​2024​2023​2024​2023Domestic​ 0.4% ​ 3.4% ​ 0.4% ​ 3.4% International 16.1% 29.3% 10.2% 17.5% Total Company 2.1% 5.6% 1.4% 4.6% ​(1)Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.​At August 31, 2024, we operated 6,432 domestic stores, 794 in Mexico and 127 in Brazil, compared with 6,300 domestic stores, 740 in Mexico and 100 in Brazil at August 26, 2023. We reported a total auto parts segment (domestic, Mexico and Brazil) sales increase of 5.9% for fiscal 2024. ​Gross profit for fiscal 2024 was $9.8 billion, or 53.1% of net sales, a 114 basis point increase compared with $9.1 billion, or 52.0% of net sales for fiscal 2023. The increase in gross margin was driven by higher merchandise margins and 47 basis points ($84.0 million net) from non-cash LIFO favorability.Operating, selling, general and administrative expenses for fiscal 2024 increased to $6.0 billion, or 32.6% of net sales, from $5.6 billion, or 32.1% of net sales for fiscal 2023. The increase in operating expenses as a percentage of sales was primarily driven by domestic store payroll.Interest expense, net for fiscal 2024 was $451.6 million compared with $306.4 million during fiscal 2023. Average borrowings for fiscal 2024 were $8.7 billion, compared with $7.0 billion for fiscal 2023. Weighted average borrowing rates were 4.39% and 3.78% for fiscal 2024 and 2023, respectively.Our effective income tax rate was 20.2% of pre-tax income for both fiscal 2024 and fiscal 2023. The benefit from stock options exercised in fiscal 2024 was $81.4 million compared to $92.2 million in fiscal 2023 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2024 increased by 5.3% to $2.7 billion, and diluted earnings per share increased 13.0% to $149.55 from $132.36 in fiscal 2023. The impact on the fiscal 2024 diluted earnings per share from stock repurchases was an increase of $0.96.Fiscal 2023 Compared with Fiscal 2022A discussion of changes in our results of operations from fiscal 2023 to fiscal 2022 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023, filed with the SEC on October 24, 2023, which is available free of charge on the SECs website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page. Fiscal 2024 Compared with Fiscal 2023 For the fiscal year ended August 31, 2024, we had net sales of $18.5 billion compared with $17.5 billion for the year ended August 26, 2023, an increase of 5.9%. This growth was driven primarily by the additional 53rd week sales of $365.9 million, net sales of $292.4 million from new domestic and international stores and an increase in total company same store sales of 1.4% on a constant currency basis. Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ Number of stores at beginning of year ​ 7,353 ​ 7,140 ​ 6,943 ​ 6,767 ​ 6,549 ​ New stores ​ 305 ​ 217 ​ 198 ​ 177 ​ 219 ​ Closed stores ​ 1 ​ 4 ​ 1 ​ 1 ​ 1 ​ Net new stores ​ 304 ​ 213 ​ 197 ​ 176 ​ 218 ​ Relocated stores ​ 9 ​ 6 ​ 12 ​ 13 ​ 12 ​ Number of stores at end of year ​ 7,657 ​ 7,353 ​ 7,140 ​ 6,943 ​ 6,767 ​ AutoZone domestic commercial programs ​ 6,098 ​ 5,898 ​ 5,682 ​ 5,342 ​ 5,179 ​ Total Company Store Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory per store (in thousands) ​ $ 918 ​ $ 837 ​ $ 807 ​ $ 812 ​ $ 686 ​ Total AutoZone store square footage (in thousands) ​ 51,818 ​ 49,417 ​ 47,899 ​ 46,435 ​ 45,057 ​ Average square footage per AutoZone store ​ 6,767 ​ 6,721 ​ 6,709 ​ 6,688 ​ 6,658 ​ Increase in AutoZone store square footage ​ 4.9% ​ 3.2% ​ 3.2% ​ 3.1% ​ 3.6% ​ Average net sales per AutoZone store (in thousands) ​ $ 2,523 ​ $ 2,505 ​ $ 2,435 ​ $ 2,329 ​ $ 2,160 ​ Net sales per AutoZone store average square foot ​ $ 374 ​ $ 373 ​ $ 363 ​ $ 349 ​ $ 325 ​ Total employees at end of year (in thousands) ​ 130 ​ 126 ​ 119 ​ 112 ​ 105 ​ Inventory turnover(6) ​ 1.4x ​ 1.5x ​ 1.5x ​ 1.5x ​ 1.5x ​ Accounts payable to inventory ratio ​ 114.2% ​ 119.5% ​ 124.9% ​ 129.5% ​ 129.6% ​ After-tax return on invested capital(7) ​ 41.3% ​ 49.7% ​ 55.4% ​ 52.9% ​ 41.0% ​ Adjusted debt to EBITDAR(8) ​ 2.5 ​ 2.5 ​ 2.3 ​ 2.1 ​ 2.0 ​ Net cash provided by operating activities (in thousands)(3) ​ $ 3,117,337 ​ $ 3,004,116 ​ $ 2,940,788 ​ $ 3,211,135 ​ $ 3,518,543 ​ Cash flow before share repurchases and changes in debt (in thousands)(9) ​ $ 1,783,217 ​ $ 1,791,635 ​ $ 2,156,026 ​ $ 2,599,636 ​ $ 3,048,841 ​ Share repurchases (in thousands)(5)(10) ​ $ 1,531,659 ​ $ 3,170,320 ​ $ 3,723,289 ​ $ 4,359,991 ​ $ 3,378,321 ​ Number of shares repurchased (in thousands) ​ 447 ​ 1,149 ​ 1,524 ​ 2,220 ​ 2,592 ​ 30 30 Table of Contents(1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax).(3) Fiscal 2025, 2024, 2023, 2022 and 2021 include excess tax benefits from stock option exercises of $58.2 million, $81.4 million, $92.2 million, $63.2 million, and $56.4 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.(6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.(7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.​31 Table of Contents Table of Contents Table of Contents (1) The fiscal year ended August 31, 2024 consisted of 53 weeks.(2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax).(3) Fiscal 2025, 2024, 2023, 2022 and 2021 include excess tax benefits from stock option exercises of $58.2 million, $81.4 million, $92.2 million, $63.2 million, and $56.4 million, respectively.(4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.(6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters.(7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations.(10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.​ (1) The fiscal year ended August 31, 2024 consisted of 53 weeks. (2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax). (3) Fiscal 2025, 2024, 2023, 2022 and 2021 include excess tax benefits from stock option exercises of $58.2 million, $81.4 million, $92.2 million, $63.2 million, and $56.4 million, respectively. (4) The domestic and international comparable sales increases are based on sales for all AutoZone stores open at least one year. Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate. Same store sales are computed on a 52-week basis. Relocated stores are included in the same store sales computation based on the year the original store was opened. Closed store sales are included in the same store sales computation up to the week it closes, and excluded from the computation for all periods subsequent to closing. All sales through our www.autozone.com website, including consumer direct ship-to-home sales, are also included in the computation. (5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021. (6) Inventory turnover is calculated as cost of sales divided by the average merchandise inventory balance over the trailing 5 quarters. (7) After-tax return on invested capital is defined as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize leases). (8) Adjusted debt to EBITDAR is defined as the sum of total debt, finance lease obligations and annual rents times six; divided by net income plus interest, taxes, depreciation, amortization, rent and share-based compensation expense. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (9) Cash flow before share repurchases and changes in debt is defined as the change in cash and cash equivalents less the change in debt plus treasury stock purchases. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations. (10) Share repurchases are inclusive of excise tax in fiscal 2025, 2024 and 2023. The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022. ​ 31 31 Table of ContentsFiscal 2025 Compared with Fiscal 2024For the fiscal year ended August 30, 2025, we had net sales of $18.9 billion compared with $18.5 billion for the year ended August 31, 2024, an increase of 2.4%. This growth was driven primarily by a domestic same store sales increase of 3.2% and net sales of $374.3 million from new domestic and international stores. Domestic commercial sales increased $329.5 million, or 6.7%, compared to fiscal 2024 domestic commercial sales. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows:​​​​​​​​​​​​​​​Fiscal Year Ended August​​​ ​ ​Constant Currency (1) ​​2025​2024​2025​2024Domestic​ 3.2% ​ 0.4% ​ 3.2% ​ 0.4% International (3.2%) 16.1% 9.3% 10.2% Total Company 2.4% 2.1% 3.9% 1.4% ​(1)Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.​Gross profit for fiscal 2025 was $10.0 billion, or 52.6% of net sales, a 47 basis point decrease compared with $9.8 billion, or 53.1% of net sales for fiscal 2024. The decrease in gross margin was driven by 55 basis points ($64.0 million charge in the current year versus $40.0 million benefit in the prior year) from non-cash LIFO impact.Operating, selling, general and administrative expenses for fiscal 2025 increased to $6.4 billion, or 33.6% of net sales, from $6.0 billion, or 32.6% of net sales for fiscal 2024. The increase in operating expenses as a percentage of sales was primarily driven by investments to support our growth initiatives.Interest expense, net for fiscal 2025 was $475.8 million compared with $451.6 million during fiscal 2024. Average borrowings for fiscal 2025 were $9.0 billion, compared with $8.7 billion for fiscal 2024. Weighted average borrowing rates were 4.48% and 4.39% for fiscal 2025 and 2024, respectively.Our effective income tax rate was 20.3% and 20.2% of pre-tax income for fiscal 2025 and fiscal 2024, respectively. The benefit from stock options exercised in fiscal 2025 was $58.2 million compared to $81.4 million in fiscal 2024 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2025 decreased by 6.2% to $2.5 billion, and diluted earnings per share decreased 3.1% to $144.87 from $149.55 in fiscal 2024. The impact on the fiscal 2025 diluted earnings per share from stock repurchases was an increase of $0.26.Fiscal 2024 Compared with Fiscal 2023A discussion of changes in our results of operations from fiscal 2024 to fiscal 2023 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the United States Securities and Exchange Commission on October 28, 2024, which is available free of charge on the SEC's website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page.Quarterly PeriodsEach of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 16 weeks in 2025, 17 weeks in 2024 and 16 weeks in 2023. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2025 represented 33.0% of annual sales and 33.5% of net income; the fourth quarter of fiscal year 2024 represented 32 Table of Contents Table of Contents Table of Contents Fiscal 2025 Compared with Fiscal 2024For the fiscal year ended August 30, 2025, we had net sales of $18.9 billion compared with $18.5 billion for the year ended August 31, 2024, an increase of 2.4%. This growth was driven primarily by a domestic same store sales increase of 3.2% and net sales of $374.3 million from new domestic and international stores. Domestic commercial sales increased $329.5 million, or 6.7%, compared to fiscal 2024 domestic commercial sales. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows:​​​​​​​​​​​​​​​Fiscal Year Ended August​​​ ​ ​Constant Currency (1) ​​2025​2024​2025​2024Domestic​ 3.2% ​ 0.4% ​ 3.2% ​ 0.4% International (3.2%) 16.1% 9.3% 10.2% Total Company 2.4% 2.1% 3.9% 1.4% ​(1)Constant currency same store sales exclude impacts from fluctuations of foreign exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.​Gross profit for fiscal 2025 was $10.0 billion, or 52.6% of net sales, a 47 basis point decrease compared with $9.8 billion, or 53.1% of net sales for fiscal 2024. The decrease in gross margin was driven by 55 basis points ($64.0 million charge in the current year versus $40.0 million benefit in the prior year) from non-cash LIFO impact.Operating, selling, general and administrative expenses for fiscal 2025 increased to $6.4 billion, or 33.6% of net sales, from $6.0 billion, or 32.6% of net sales for fiscal 2024. The increase in operating expenses as a percentage of sales was primarily driven by investments to support our growth initiatives.Interest expense, net for fiscal 2025 was $475.8 million compared with $451.6 million during fiscal 2024. Average borrowings for fiscal 2025 were $9.0 billion, compared with $8.7 billion for fiscal 2024. Weighted average borrowing rates were 4.48% and 4.39% for fiscal 2025 and 2024, respectively.Our effective income tax rate was 20.3% and 20.2% of pre-tax income for fiscal 2025 and fiscal 2024, respectively. The benefit from stock options exercised in fiscal 2025 was $58.2 million compared to $81.4 million in fiscal 2024 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2025 decreased by 6.2% to $2.5 billion, and diluted earnings per share decreased 3.1% to $144.87 from $149.55 in fiscal 2024. The impact on the fiscal 2025 diluted earnings per share from stock repurchases was an increase of $0.26.Fiscal 2024 Compared with Fiscal 2023A discussion of changes in our results of operations from fiscal 2024 to fiscal 2023 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the United States Securities and Exchange Commission on October 28, 2024, which is available free of charge on the SEC's website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page.Quarterly PeriodsEach of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 16 weeks in 2025, 17 weeks in 2024 and 16 weeks in 2023. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2025 represented 33.0% of annual sales and 33.5% of net income; the fourth quarter of fiscal year 2024 represented Fiscal 2025 Compared with Fiscal 2024 For the fiscal year ended August 30, 2025, we had net sales of $18.9 billion compared with $18.5 billion for the year ended August 31, 2024, an increase of 2.4%. This growth was driven primarily by a domestic same store sales increase of 3.2% and net sales of $374.3 million from new domestic and international stores. Domestic commercial sales increased $329.5 million, or 6.7%, compared to fiscal 2024 domestic commercial sales. Same store sales, or sales for our domestic and international stores open at least one year, are computed on a 52-week basis and are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Stock Performance Graph **Key changes:** - Reworded sentence: "The graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 29, 2020, and ending August 30, 2025." - Reworded sentence: "​ 27 27 Table of ContentsItem 7." - Reworded sentence: "At August 30, 2025, in 6,098 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts." - Reworded sentence: "We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2025, net sales increased to $18.9 billion, a 2.4% increase over the prior year." - Reworded sentence: "For the twelve-month period ended July 2025, miles driven in the U.S." **Prior (2024):** The graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 31, 2019, and ending August 31, 2024. Item 6. Reserved Not required. ​ 26 26 Table of ContentsItem 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsWe are the leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 31, 2024, operated 6,432 stores in the U.S., 794 stores in Mexico and 127 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 31, 2024, in 5,898 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provided prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2024, net sales increased to $18.5 billion, a 5.9% increase over the prior year. Our retail sales and commercial sales in our domestic and international markets grew as we continue to make progress on our growth initiatives aimed at improving parts availability and providing WOW! Customer Service. Operating profit increased 9.1% to $3.8 billion, net income increased 5.3% to $2.7 billion and diluted earnings per share increased 13.0% to $149.55 for the year.During fiscal 2024, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 86% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, in our domestic stores we see a decrease in mix of sales of the discretionary category and a slight increase in the maintenance and failure categories compared to last year.Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.​The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road.Miles DrivenWe believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. Since the beginning of the fiscal year and through July 2024 miles driven in the U.S. increased 1.2% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.Seven Year Old or Older VehiclesAs the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road was 12.6 years and these vehicles account for approximately 38% of U.S. vehicles.According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating.27 Table of Contents Table of Contents Table of Contents Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsWe are the leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 31, 2024, operated 6,432 stores in the U.S., 794 stores in Mexico and 127 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 31, 2024, in 5,898 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provided prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2024, net sales increased to $18.5 billion, a 5.9% increase over the prior year. Our retail sales and commercial sales in our domestic and international markets grew as we continue to make progress on our growth initiatives aimed at improving parts availability and providing WOW! Customer Service. Operating profit increased 9.1% to $3.8 billion, net income increased 5.3% to $2.7 billion and diluted earnings per share increased 13.0% to $149.55 for the year.During fiscal 2024, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 86% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, in our domestic stores we see a decrease in mix of sales of the discretionary category and a slight increase in the maintenance and failure categories compared to last year.Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.​The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road.Miles DrivenWe believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. Since the beginning of the fiscal year and through July 2024 miles driven in the U.S. increased 1.2% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.Seven Year Old or Older VehiclesAs the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road was 12.6 years and these vehicles account for approximately 38% of U.S. vehicles.According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating. Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsWe are the leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 31, 2024, operated 6,432 stores in the U.S., 794 stores in Mexico and 127 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 31, 2024, in 5,898 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provided prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2024, net sales increased to $18.5 billion, a 5.9% increase over the prior year. Our retail sales and commercial sales in our domestic and international markets grew as we continue to make progress on our growth initiatives aimed at improving parts availability and providing WOW! Customer Service. Operating profit increased 9.1% to $3.8 billion, net income increased 5.3% to $2.7 billion and diluted earnings per share increased 13.0% to $149.55 for the year.During fiscal 2024, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 86% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, in our domestic stores we see a decrease in mix of sales of the discretionary category and a slight increase in the maintenance and failure categories compared to last year.Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.​The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road.Miles DrivenWe believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. Since the beginning of the fiscal year and through July 2024 miles driven in the U.S. increased 1.2% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.Seven Year Old or Older VehiclesAs the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road was 12.6 years and these vehicles account for approximately 38% of U.S. vehicles.According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations We are the leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 31, 2024, operated 6,432 stores in the U.S., 794 stores in Mexico and 127 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 31, 2024, in 5,898 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provided prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services. **Current (2025):** The graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 29, 2020, and ending August 30, 2025. Item 6. Reserved Not required. ​ 27 27 Table of ContentsItem 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsWe are a leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 30, 2025, operated 6,627 stores in the U.S., 883 stores in Mexico and 147 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 30, 2025, in 6,098 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2025, net sales increased to $18.9 billion, a 2.4% increase over the prior year. Domestic commercial sales increased 6.7%, which represents 31.7% of our total Domestic sales. Operating profit decreased 4.7% to $3.6 billion, net income decreased 6.2% to $2.5 billion and diluted earnings per share decreased 3.1% to $144.87 for the year.Fiscal 2025 consisted of 52 weeks whereas fiscal 2024 consisted of 53 weeks. The inclusion of the 53rd week in fiscal 2024 resulted in an increase to net sales of $365.9 million and an increase in operating profit of $86.7 million. Additionally, fiscal 2025 comparisons were negatively impacted by foreign currency exchange rates which had an unfavorable impact to net sales of $273.1 million and operating profit of $88.2 million. Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of $104.0 million.During fiscal 2025, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, we have seen a slight decrease in mix of sales of the accessories category and a slight increase in the maintenance and failure categories compared to the previous two years.Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, tariffs, trade policies and other geopolitical factors, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.​The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road.Miles DrivenWe believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. For the twelve-month period ended July 2025, miles driven in the U.S. increased 1.0% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.Seven Year Old or Older VehiclesAs the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road increased slightly to 12.8 years and these vehicles account for approximately 43% of U.S. vehicles.28 Table of Contents Table of Contents Table of Contents Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsWe are a leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 30, 2025, operated 6,627 stores in the U.S., 883 stores in Mexico and 147 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 30, 2025, in 6,098 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.Executive SummaryFor fiscal 2025, net sales increased to $18.9 billion, a 2.4% increase over the prior year. Domestic commercial sales increased 6.7%, which represents 31.7% of our total Domestic sales. Operating profit decreased 4.7% to $3.6 billion, net income decreased 6.2% to $2.5 billion and diluted earnings per share decreased 3.1% to $144.87 for the year.Fiscal 2025 consisted of 52 weeks whereas fiscal 2024 consisted of 53 weeks. The inclusion of the 53rd week in fiscal 2024 resulted in an increase to net sales of $365.9 million and an increase in operating profit of $86.7 million. Additionally, fiscal 2025 comparisons were negatively impacted by foreign currency exchange rates which had an unfavorable impact to net sales of $273.1 million and operating profit of $88.2 million. Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of $104.0 million.During fiscal 2025, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, we have seen a slight decrease in mix of sales of the accessories category and a slight increase in the maintenance and failure categories compared to the previous two years.Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, tariffs, trade policies and other geopolitical factors, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.​The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road.Miles DrivenWe believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. For the twelve-month period ended July 2025, miles driven in the U.S. increased 1.0% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.Seven Year Old or Older VehiclesAs the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road increased slightly to 12.8 years and these vehicles account for approximately 43% of U.S. vehicles. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations We are a leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at August 30, 2025, operated 6,627 stores in the U.S., 883 stores in Mexico and 147 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At August 30, 2025, in 6,098 of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services. --- ## Modified: Note E - Income Taxes **Key changes:** - Reworded sentence: "The components of operating income before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, (in thousands) ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 2,499,120 ​ $ 2,663,148 ​ $ 2,621,714 International ​ 635,212 ​ 673,982 ​ 545,900 ​ ​ $ 3,134,332 ​ $ 3,337,130 $ 3,167,614 ​ The provision for income tax expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, (in thousands) 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current tax provision (benefit): ​ ​ ​ Federal ​ $ 610,076 ​ $ 846,176 ​ $ 491,338 State ​ 68,312 ​ 54,837 ​ 86,687 International ​ 182,148 ​ 193,794 ​ 154,907 Purchased tax credits ​ ​ (250,698) ​ ​ (368,870) ​ ​ (68,037) ​ ​ 609,838 ​ 725,937 ​ 664,895 Deferred tax provision (benefit): ​ ​ ​ Federal ​ 77,770 ​ (163,775) ​ 26,858 State ​ (4,463) ​ 12,264 ​ (21,847) International ​ (28,217) ​ (10,616) ​ (24,126) Purchased tax credits ​ ​ (18,843) ​ ​ 110,893 ​ ​ (6,592) ​ ​ 26,247 ​ (51,234) ​ (25,707) Income tax expense ​ $ 636,085 ​ $ 674,703 ​ $ 639,188 ​ A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ August 30, ​ August 31, ​ August 26, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ Federal tax at statutory U.S." - Reworded sentence: "​ Significant components of the Company's deferred tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ Net operating loss and credit carryforwards ​ $ 44,815 ​ $ 47,030 Accrued benefits ​ 99,628 ​ 86,119 Operating lease liabilities ​ ​ 753,928 ​ ​ 722,156 Federal credit carryforwards ​ ​ 123,465 ​ ​ 131,895 Other ​ 79,399 ​ 102,820 Total deferred tax assets ​ 1,101,235 ​ 1,090,020 Valuation allowances ​ (11,331) ​ (26,922) Net deferred tax assets ​ 1,089,904 ​ 1,063,098 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Property and equipment ​ (257,900) ​ (228,184) Inventory ​ (510,242) ​ (499,022) Operating lease assets ​ ​ (682,685) ​ ​ (660,949) Other ​ (41,154) ​ (38,320) Deferred tax liabilities ​ (1,491,981) ​ (1,426,475) ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ​ $ (402,077) ​ $ (363,377) ​ ​ ​ ​ ​ ​ ​ ​ At August 30, 2025, and August 31, 2024, the Company had net operating loss ("NOL") carryforwards available to reduce future taxable income totaling approximately $338.6 million ($33.2 million tax effected) and $309.8 million ($37.2 million tax effected), respectively." - Reworded sentence: "​ As of August 30, 2025, we have not recorded incremental income taxes for outside basis differences of $389.6 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations." - Reworded sentence: "​ 64 64 Table of ContentsSeveral countries where the Company operates have adopted the Organization for Economic Cooperation and Development ("OECD") framework implementing a 15% global minimum tax." - Reworded sentence: "The Company had $3.8 million and $11.2 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 30, 2025, and August 31, 2024, respectively.​The Company files U.S." **Prior (2024):** The components of operating income before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 26, ​ August 27, (in thousands) ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 2,663,148 ​ $ 2,621,714 ​ $ 2,429,262 International ​ 673,982 ​ 545,900 ​ 649,829 ​ ​ $ 3,337,130 ​ $ 3,167,614 $ 3,079,091 ​ 60 60 Table of ContentsThe provision for income tax expense consisted of the following:​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,(in thousands) 2024​2023​2022​​​​​​​​​​Current tax provision (benefit): ​ ​ ​ Federal​$ 846,176​$ 491,338​$ 341,462State​ 54,837​ 86,687​ 48,490International​ 193,794​ 154,907​ 122,381Purchased tax credits​​ (368,870)​​ (68,037)​​ (48,440)​​ 725,937​ 664,895​ 463,893Deferred tax provision (benefit):​ ​ ​ Federal​ (163,775)​ 26,858​ 157,807State​ 12,264​ (21,847)​ 34,564International​ (10,616)​ (24,126)​ (9,719)Purchased tax credits​​ 110,893​​ (6,592)​​ 2,942​​ (51,234)​ (25,707)​ 185,594Income tax expense​$ 674,703​$ 639,188​$ 649,487​A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows:​​​​​​​​​​Year Ended​ August 31,​August 26,​August 27,​(in thousands)​2024​2023​2022​​​​​​​​ Federal tax at statutory U.S. income tax rate 21.0% 21.0% 21.0%State income taxes, net 1.6% 1.6% 2.1%Share-based compensation (1.9)% (2.3)% (1.6)% US Tax on Non-U.S. Income (Subpart F)​ 2.9% 2.5% 2.3% US Tax on Non-U.S. Income (GILTI)​ 1.2% 0.8% 0.8% Non-U.S. Permanent Differences​ (1.3)% (1.4)% (1.5)% Non-US Rate Differences​ 1.1% 0.4% 1.0% Foreign Tax Credits​ (2.9)% (2.3)% (1.9)% Other (1.5)% (0.1)% (1.1)% Effective tax rate 20.2% 20.2% 21.1%​For the year ended August 31, 2024, August 26, 2023, and August 27, 2022, the Company recognized excess tax benefits from stock option exercises of $81.4 million, $92.2 million, and $63.2 million, respectively.The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax.61 Table of Contents Table of Contents Table of Contents The provision for income tax expense consisted of the following:​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,(in thousands) 2024​2023​2022​​​​​​​​​​Current tax provision (benefit): ​ ​ ​ Federal​$ 846,176​$ 491,338​$ 341,462State​ 54,837​ 86,687​ 48,490International​ 193,794​ 154,907​ 122,381Purchased tax credits​​ (368,870)​​ (68,037)​​ (48,440)​​ 725,937​ 664,895​ 463,893Deferred tax provision (benefit):​ ​ ​ Federal​ (163,775)​ 26,858​ 157,807State​ 12,264​ (21,847)​ 34,564International​ (10,616)​ (24,126)​ (9,719)Purchased tax credits​​ 110,893​​ (6,592)​​ 2,942​​ (51,234)​ (25,707)​ 185,594Income tax expense​$ 674,703​$ 639,188​$ 649,487​A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows:​​​​​​​​​​Year Ended​ August 31,​August 26,​August 27,​(in thousands)​2024​2023​2022​​​​​​​​ Federal tax at statutory U.S. income tax rate 21.0% 21.0% 21.0%State income taxes, net 1.6% 1.6% 2.1%Share-based compensation (1.9)% (2.3)% (1.6)% US Tax on Non-U.S. Income (Subpart F)​ 2.9% 2.5% 2.3% US Tax on Non-U.S. Income (GILTI)​ 1.2% 0.8% 0.8% Non-U.S. Permanent Differences​ (1.3)% (1.4)% (1.5)% Non-US Rate Differences​ 1.1% 0.4% 1.0% Foreign Tax Credits​ (2.9)% (2.3)% (1.9)% Other (1.5)% (0.1)% (1.1)% Effective tax rate 20.2% 20.2% 21.1%​For the year ended August 31, 2024, August 26, 2023, and August 27, 2022, the Company recognized excess tax benefits from stock option exercises of $81.4 million, $92.2 million, and $63.2 million, respectively.The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax. The provision for income tax expense consisted of the following:​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,(in thousands) 2024​2023​2022​​​​​​​​​​Current tax provision (benefit): ​ ​ ​ Federal​$ 846,176​$ 491,338​$ 341,462State​ 54,837​ 86,687​ 48,490International​ 193,794​ 154,907​ 122,381Purchased tax credits​​ (368,870)​​ (68,037)​​ (48,440)​​ 725,937​ 664,895​ 463,893Deferred tax provision (benefit):​ ​ ​ Federal​ (163,775)​ 26,858​ 157,807State​ 12,264​ (21,847)​ 34,564International​ (10,616)​ (24,126)​ (9,719)Purchased tax credits​​ 110,893​​ (6,592)​​ 2,942​​ (51,234)​ (25,707)​ 185,594Income tax expense​$ 674,703​$ 639,188​$ 649,487​A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows:​​​​​​​​​​Year Ended​ August 31,​August 26,​August 27,​(in thousands)​2024​2023​2022​​​​​​​​ Federal tax at statutory U.S. income tax rate 21.0% 21.0% 21.0%State income taxes, net 1.6% 1.6% 2.1%Share-based compensation (1.9)% (2.3)% (1.6)% US Tax on Non-U.S. Income (Subpart F)​ 2.9% 2.5% 2.3% US Tax on Non-U.S. Income (GILTI)​ 1.2% 0.8% 0.8% Non-U.S. Permanent Differences​ (1.3)% (1.4)% (1.5)% Non-US Rate Differences​ 1.1% 0.4% 1.0% Foreign Tax Credits​ (2.9)% (2.3)% (1.9)% Other (1.5)% (0.1)% (1.1)% Effective tax rate 20.2% 20.2% 21.1%​For the year ended August 31, 2024, August 26, 2023, and August 27, 2022, the Company recognized excess tax benefits from stock option exercises of $81.4 million, $92.2 million, and $63.2 million, respectively.The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax. The provision for income tax expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 26, ​ August 27, (in thousands) 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current tax provision (benefit): ​ ​ ​ Federal ​ $ 846,176 ​ $ 491,338 ​ $ 341,462 State ​ 54,837 ​ 86,687 ​ 48,490 International ​ 193,794 ​ 154,907 ​ 122,381 Purchased tax credits ​ ​ (368,870) ​ ​ (68,037) ​ ​ (48,440) ​ ​ 725,937 ​ 664,895 ​ 463,893 Deferred tax provision (benefit): ​ ​ ​ Federal ​ (163,775) ​ 26,858 ​ 157,807 State ​ 12,264 ​ (21,847) ​ 34,564 International ​ (10,616) ​ (24,126) ​ (9,719) Purchased tax credits ​ ​ 110,893 ​ ​ (6,592) ​ ​ 2,942 ​ ​ (51,234) ​ (25,707) ​ 185,594 Income tax expense ​ $ 674,703 ​ $ 639,188 ​ $ 649,487 ​ A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ August 31, ​ August 26, ​ August 27, ​ (in thousands) ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ Federal tax at statutory U.S. income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 1.6 % 1.6 % 2.1 % Share-based compensation (1.9) % (2.3) % (1.6) % US Tax on Non-U.S. Income (Subpart F) ​ 2.9 % 2.5 % 2.3 % US Tax on Non-U.S. Income (GILTI) ​ 1.2 % 0.8 % 0.8 % Non-U.S. Permanent Differences ​ (1.3) % (1.4) % (1.5) % Non-US Rate Differences ​ 1.1 % 0.4 % 1.0 % Foreign Tax Credits ​ (2.9) % (2.3) % (1.9) % Other (1.5) % (0.1) % (1.1) % Effective tax rate 20.2 % 20.2 % 21.1 % ​ For the year ended August 31, 2024, August 26, 2023, and August 27, 2022, the Company recognized excess tax benefits from stock option exercises of $81.4 million, $92.2 million, and $63.2 million, respectively. The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax. 61 61 Table of Contents​Significant components of the Company's deferred tax assets and liabilities were as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Deferred tax assets: ​ ​ Net operating loss and credit carryforwards​$ 47,030​$ 45,081Accrued benefits​ 86,119​ 82,318Operating lease liabilities​​ 722,156​​ 698,728Federal credit carryforwards​​ 131,895​​ - Other​ 102,820​ 90,897Total deferred tax assets​ 1,090,020​ 917,024Valuation allowances​ (26,922)​ (24,940)Net deferred tax assets​ 1,063,098​ 892,084​​​​​​​Deferred tax liabilities:​ ​ Property and equipment​ (228,184)​ (194,686)Inventory​ (499,022)​ (451,360)Operating lease assets​​ (660,949)​​ (652,652)Other​ (38,320)​ (43,662)Deferred tax liabilities​ (1,426,475)​ (1,342,360)​​​​​​​Net deferred tax liabilities​$ (363,377)​$ (450,276)​​​​​​​​For the year ended August 31, 2024, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes.​As of August 31, 2024, we have not recorded incremental income taxes for outside basis differences of $386.7 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective for our tax periods ending August 30, 2025 and forward. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation. As currently designed, Pillar Two will ultimately apply to our worldwide operations. There remains uncertainty as to the final Pillar Two model rules. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our effective tax rate.​At August 31, 2024 and August 26, 2023, the Company had net operating loss ("NOL") carryforwards totaling approximately $309.8 million ($37.2 million tax effected) and $314.6 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2025 through 2043. At August 31, 2024 and August 26, 2023, the Company had deferred tax assets for income tax credit carryforwards of $141.7 million and $7.9 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2025 through 2051.​Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2024 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 31, 62 Table of Contents Table of Contents Table of Contents ​Significant components of the Company's deferred tax assets and liabilities were as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Deferred tax assets: ​ ​ Net operating loss and credit carryforwards​$ 47,030​$ 45,081Accrued benefits​ 86,119​ 82,318Operating lease liabilities​​ 722,156​​ 698,728Federal credit carryforwards​​ 131,895​​ - Other​ 102,820​ 90,897Total deferred tax assets​ 1,090,020​ 917,024Valuation allowances​ (26,922)​ (24,940)Net deferred tax assets​ 1,063,098​ 892,084​​​​​​​Deferred tax liabilities:​ ​ Property and equipment​ (228,184)​ (194,686)Inventory​ (499,022)​ (451,360)Operating lease assets​​ (660,949)​​ (652,652)Other​ (38,320)​ (43,662)Deferred tax liabilities​ (1,426,475)​ (1,342,360)​​​​​​​Net deferred tax liabilities​$ (363,377)​$ (450,276)​​​​​​​​For the year ended August 31, 2024, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes.​As of August 31, 2024, we have not recorded incremental income taxes for outside basis differences of $386.7 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective for our tax periods ending August 30, 2025 and forward. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation. As currently designed, Pillar Two will ultimately apply to our worldwide operations. There remains uncertainty as to the final Pillar Two model rules. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our effective tax rate.​At August 31, 2024 and August 26, 2023, the Company had net operating loss ("NOL") carryforwards totaling approximately $309.8 million ($37.2 million tax effected) and $314.6 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2025 through 2043. At August 31, 2024 and August 26, 2023, the Company had deferred tax assets for income tax credit carryforwards of $141.7 million and $7.9 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2025 through 2051.​Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2024 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 31, ​Significant components of the Company's deferred tax assets and liabilities were as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Deferred tax assets: ​ ​ Net operating loss and credit carryforwards​$ 47,030​$ 45,081Accrued benefits​ 86,119​ 82,318Operating lease liabilities​​ 722,156​​ 698,728Federal credit carryforwards​​ 131,895​​ - Other​ 102,820​ 90,897Total deferred tax assets​ 1,090,020​ 917,024Valuation allowances​ (26,922)​ (24,940)Net deferred tax assets​ 1,063,098​ 892,084​​​​​​​Deferred tax liabilities:​ ​ Property and equipment​ (228,184)​ (194,686)Inventory​ (499,022)​ (451,360)Operating lease assets​​ (660,949)​​ (652,652)Other​ (38,320)​ (43,662)Deferred tax liabilities​ (1,426,475)​ (1,342,360)​​​​​​​Net deferred tax liabilities​$ (363,377)​$ (450,276)​​​​​​​​For the year ended August 31, 2024, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes.​As of August 31, 2024, we have not recorded incremental income taxes for outside basis differences of $386.7 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective for our tax periods ending August 30, 2025 and forward. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation. As currently designed, Pillar Two will ultimately apply to our worldwide operations. There remains uncertainty as to the final Pillar Two model rules. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our effective tax rate.​At August 31, 2024 and August 26, 2023, the Company had net operating loss ("NOL") carryforwards totaling approximately $309.8 million ($37.2 million tax effected) and $314.6 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2025 through 2043. At August 31, 2024 and August 26, 2023, the Company had deferred tax assets for income tax credit carryforwards of $141.7 million and $7.9 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2025 through 2051.​Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2024 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 31, ​ Significant components of the Company's deferred tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, August 26, (in thousands) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ Net operating loss and credit carryforwards ​ $ 47,030 ​ $ 45,081 Accrued benefits ​ 86,119 ​ 82,318 Operating lease liabilities ​ ​ 722,156 ​ ​ 698,728 Federal credit carryforwards ​ ​ 131,895 ​ ​ - Other ​ 102,820 ​ 90,897 Total deferred tax assets ​ 1,090,020 ​ 917,024 Valuation allowances ​ (26,922) ​ (24,940) Net deferred tax assets ​ 1,063,098 ​ 892,084 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Property and equipment ​ (228,184) ​ (194,686) Inventory ​ (499,022) ​ (451,360) Operating lease assets ​ ​ (660,949) ​ ​ (652,652) Other ​ (38,320) ​ (43,662) Deferred tax liabilities ​ (1,426,475) ​ (1,342,360) ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ​ $ (363,377) ​ $ (450,276) ​ ​ ​ ​ ​ ​ ​ ​ For the year ended August 31, 2024, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes. ​ As of August 31, 2024, we have not recorded incremental income taxes for outside basis differences of $386.7 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​ The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective for our tax periods ending August 30, 2025 and forward. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation. As currently designed, Pillar Two will ultimately apply to our worldwide operations. There remains uncertainty as to the final Pillar Two model rules. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our effective tax rate. ​ At August 31, 2024 and August 26, 2023, the Company had net operating loss ("NOL") carryforwards totaling approximately $309.8 million ($37.2 million tax effected) and $314.6 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2025 through 2043. At August 31, 2024 and August 26, 2023, the Company had deferred tax assets for income tax credit carryforwards of $141.7 million and $7.9 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2025 through 2051. ​ Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2024 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 31, 62 62 Table of Contents2024. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities​At August 31, 2024 and August 26, 2023, the Company had a valuation allowance of $26.9 million and $24.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced.​A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Beginning balance​$ 49,487​$ 49,316Additions based on tax positions related to the current year​ 5,386​ 9,416Additions for tax positions of prior years​ 5,373​ 8,012Reductions for tax positions of prior years​ (8,595)​ (5,336)Reductions due to settlements​ (8,600)​ (6,800)Reductions due to statute of limitations​ (5,065)​ (5,121)Ending balance​$ 37,986​$ 49,487​Included in the August 31, 2024 and the August 26, 2023 balances are $32.1 million and $37.0 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $3.8 million and $8.6 million for August 31, 2024 and August 26, 2023, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability.​The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $11.2 million and $10.1 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 31, 2024 and August 26, 2023, respectively.​The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 31, 2024, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $13.1 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates.Note F - Supplier Financing ProgramsThe Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 31, 2024 and August 26, 2023, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $4.9 billion and $4.8 billion, respectively, which are included in Accounts payable and $226.7 million and $224.8 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.63 Table of Contents Table of Contents Table of Contents 2024. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities​At August 31, 2024 and August 26, 2023, the Company had a valuation allowance of $26.9 million and $24.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced.​A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Beginning balance​$ 49,487​$ 49,316Additions based on tax positions related to the current year​ 5,386​ 9,416Additions for tax positions of prior years​ 5,373​ 8,012Reductions for tax positions of prior years​ (8,595)​ (5,336)Reductions due to settlements​ (8,600)​ (6,800)Reductions due to statute of limitations​ (5,065)​ (5,121)Ending balance​$ 37,986​$ 49,487​Included in the August 31, 2024 and the August 26, 2023 balances are $32.1 million and $37.0 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $3.8 million and $8.6 million for August 31, 2024 and August 26, 2023, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability.​The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $11.2 million and $10.1 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 31, 2024 and August 26, 2023, respectively.​The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 31, 2024, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $13.1 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates.Note F - Supplier Financing ProgramsThe Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 31, 2024 and August 26, 2023, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $4.9 billion and $4.8 billion, respectively, which are included in Accounts payable and $226.7 million and $224.8 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets. 2024. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities​At August 31, 2024 and August 26, 2023, the Company had a valuation allowance of $26.9 million and $24.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced.​A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Beginning balance​$ 49,487​$ 49,316Additions based on tax positions related to the current year​ 5,386​ 9,416Additions for tax positions of prior years​ 5,373​ 8,012Reductions for tax positions of prior years​ (8,595)​ (5,336)Reductions due to settlements​ (8,600)​ (6,800)Reductions due to statute of limitations​ (5,065)​ (5,121)Ending balance​$ 37,986​$ 49,487​Included in the August 31, 2024 and the August 26, 2023 balances are $32.1 million and $37.0 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $3.8 million and $8.6 million for August 31, 2024 and August 26, 2023, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability.​The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $11.2 million and $10.1 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 31, 2024 and August 26, 2023, respectively.​The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 31, 2024, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $13.1 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates.Note F - Supplier Financing ProgramsThe Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 31, 2024 and August 26, 2023, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $4.9 billion and $4.8 billion, respectively, which are included in Accounts payable and $226.7 million and $224.8 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets. 2024. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities ​ At August 31, 2024 and August 26, 2023, the Company had a valuation allowance of $26.9 million and $24.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced. ​ A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, August 26, (in thousands) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 49,487 ​ $ 49,316 Additions based on tax positions related to the current year ​ 5,386 ​ 9,416 Additions for tax positions of prior years ​ 5,373 ​ 8,012 Reductions for tax positions of prior years ​ (8,595) ​ (5,336) Reductions due to settlements ​ (8,600) ​ (6,800) Reductions due to statute of limitations ​ (5,065) ​ (5,121) Ending balance ​ $ 37,986 ​ $ 49,487 ​ Included in the August 31, 2024 and the August 26, 2023 balances are $32.1 million and $37.0 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $3.8 million and $8.6 million for August 31, 2024 and August 26, 2023, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability. ​ The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $11.2 million and $10.1 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 31, 2024 and August 26, 2023, respectively. ​ The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 31, 2024, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $13.1 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates. **Current (2025):** The components of operating income before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, (in thousands) ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 2,499,120 ​ $ 2,663,148 ​ $ 2,621,714 International ​ 635,212 ​ 673,982 ​ 545,900 ​ ​ $ 3,134,332 ​ $ 3,337,130 $ 3,167,614 ​ The provision for income tax expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, (in thousands) 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current tax provision (benefit): ​ ​ ​ Federal ​ $ 610,076 ​ $ 846,176 ​ $ 491,338 State ​ 68,312 ​ 54,837 ​ 86,687 International ​ 182,148 ​ 193,794 ​ 154,907 Purchased tax credits ​ ​ (250,698) ​ ​ (368,870) ​ ​ (68,037) ​ ​ 609,838 ​ 725,937 ​ 664,895 Deferred tax provision (benefit): ​ ​ ​ Federal ​ 77,770 ​ (163,775) ​ 26,858 State ​ (4,463) ​ 12,264 ​ (21,847) International ​ (28,217) ​ (10,616) ​ (24,126) Purchased tax credits ​ ​ (18,843) ​ ​ 110,893 ​ ​ (6,592) ​ ​ 26,247 ​ (51,234) ​ (25,707) Income tax expense ​ $ 636,085 ​ $ 674,703 ​ $ 639,188 ​ A reconciliation of the provision for income taxes to the amount computed by applying the federal statutory tax rate to income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ August 30, ​ August 31, ​ August 26, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ Federal tax at statutory U.S. income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 1.6 % 1.6 % 1.6 % Share-based compensation (1.5) % (1.9) % (2.3) % U.S. Tax on Non-U.S. Income (Subpart F) ​ 2.0 % 2.9 % 2.5 % U.S. Tax on Non-U.S. Income (GILTI) ​ 1.0 % 1.2 % 0.8 % Non-U.S. Permanent Differences ​ (0.8) % (1.3) % (1.4) % Non-U.S. Rate Differences ​ 1.1 % 1.1 % 0.4 % Foreign Tax Credits ​ (2.8) % (2.9) % (2.3) % Other (1.3) % (1.5) % (0.1) % Effective tax rate 20.3 % 20.2 % 20.2 % ​ For the year ended August 30, 2025, August 31, 2024, and August 26, 2023, the Company recognized excess tax benefits from stock option exercises of $58.2 million, $81.4 million, and $92.2 million, respectively. 63 63 Table of ContentsThe Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax.​Significant components of the Company's deferred tax assets and liabilities were as follows:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Deferred tax assets: ​ ​ Net operating loss and credit carryforwards​$ 44,815​$ 47,030Accrued benefits​ 99,628​ 86,119Operating lease liabilities​​ 753,928​​ 722,156Federal credit carryforwards​​ 123,465​​ 131,895Other​ 79,399​ 102,820Total deferred tax assets​ 1,101,235​ 1,090,020Valuation allowances​ (11,331)​ (26,922)Net deferred tax assets​ 1,089,904​ 1,063,098​​​​​​​Deferred tax liabilities:​ ​ Property and equipment​ (257,900)​ (228,184)Inventory​ (510,242)​ (499,022)Operating lease assets​​ (682,685)​​ (660,949)Other​ (41,154)​ (38,320)Deferred tax liabilities​ (1,491,981)​ (1,426,475)​​​​​​​Net deferred tax liabilities​$ (402,077)​$ (363,377)​​​​​​​​At August 30, 2025, and August 31, 2024, the Company had net operating loss ("NOL") carryforwards available to reduce future taxable income totaling approximately $338.6 million ($33.2 million tax effected) and $309.8 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2026 through 2044. At August 30, 2025, and August 31, 2024, the Company had deferred tax assets for federal and state income tax credit carryforwards of $135.1 million and $141.7 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2026 through 2051.​At August 30, 2025, and August 31, 2024, the Company had a valuation allowance of $11.3 million and $26.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced.​For the year ended August 30, 2025, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes.​As of August 30, 2025, we have not recorded incremental income taxes for outside basis differences of $389.6 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​64 Table of Contents Table of Contents Table of Contents The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax.​Significant components of the Company's deferred tax assets and liabilities were as follows:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Deferred tax assets: ​ ​ Net operating loss and credit carryforwards​$ 44,815​$ 47,030Accrued benefits​ 99,628​ 86,119Operating lease liabilities​​ 753,928​​ 722,156Federal credit carryforwards​​ 123,465​​ 131,895Other​ 79,399​ 102,820Total deferred tax assets​ 1,101,235​ 1,090,020Valuation allowances​ (11,331)​ (26,922)Net deferred tax assets​ 1,089,904​ 1,063,098​​​​​​​Deferred tax liabilities:​ ​ Property and equipment​ (257,900)​ (228,184)Inventory​ (510,242)​ (499,022)Operating lease assets​​ (682,685)​​ (660,949)Other​ (41,154)​ (38,320)Deferred tax liabilities​ (1,491,981)​ (1,426,475)​​​​​​​Net deferred tax liabilities​$ (402,077)​$ (363,377)​​​​​​​​At August 30, 2025, and August 31, 2024, the Company had net operating loss ("NOL") carryforwards available to reduce future taxable income totaling approximately $338.6 million ($33.2 million tax effected) and $309.8 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2026 through 2044. At August 30, 2025, and August 31, 2024, the Company had deferred tax assets for federal and state income tax credit carryforwards of $135.1 million and $141.7 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2026 through 2051.​At August 30, 2025, and August 31, 2024, the Company had a valuation allowance of $11.3 million and $26.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced.​For the year ended August 30, 2025, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes.​As of August 30, 2025, we have not recorded incremental income taxes for outside basis differences of $389.6 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​ The Company is subject to a tax on global intangible low-taxed income ("GILTI") which is imposed on foreign earnings. The Company has made the election to record this tax as a period cost, thus has not adjusted the deferred tax assets or liabilities of its foreign subsidiaries for this tax. ​ Significant components of the Company's deferred tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ Net operating loss and credit carryforwards ​ $ 44,815 ​ $ 47,030 Accrued benefits ​ 99,628 ​ 86,119 Operating lease liabilities ​ ​ 753,928 ​ ​ 722,156 Federal credit carryforwards ​ ​ 123,465 ​ ​ 131,895 Other ​ 79,399 ​ 102,820 Total deferred tax assets ​ 1,101,235 ​ 1,090,020 Valuation allowances ​ (11,331) ​ (26,922) Net deferred tax assets ​ 1,089,904 ​ 1,063,098 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Property and equipment ​ (257,900) ​ (228,184) Inventory ​ (510,242) ​ (499,022) Operating lease assets ​ ​ (682,685) ​ ​ (660,949) Other ​ (41,154) ​ (38,320) Deferred tax liabilities ​ (1,491,981) ​ (1,426,475) ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ​ $ (402,077) ​ $ (363,377) ​ ​ ​ ​ ​ ​ ​ ​ At August 30, 2025, and August 31, 2024, the Company had net operating loss ("NOL") carryforwards available to reduce future taxable income totaling approximately $338.6 million ($33.2 million tax effected) and $309.8 million ($37.2 million tax effected), respectively. Certain NOLs have no expiration date and others will expire, if not utilized, in various years from fiscal 2026 through 2044. At August 30, 2025, and August 31, 2024, the Company had deferred tax assets for federal and state income tax credit carryforwards of $135.1 million and $141.7 million, respectively. Income tax credit carryforwards will expire, if not utilized, in various years from fiscal 2026 through 2051. ​ At August 30, 2025, and August 31, 2024, the Company had a valuation allowance of $11.3 million and $26.9 million, respectively, on deferred tax assets associated with NOL and tax credit carryforwards for which management has determined it is more likely than not that the deferred tax asset will not be realized. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized given the extended carryforward periods referenced. ​ For the year ended August 30, 2025, the Company asserts indefinite reinvestment for basis differences and accumulated earnings through fiscal 2020 with respect to its foreign subsidiaries. The Company does not assert permanent reinvestment of fiscal 2021 through current year earnings with respect to its Mexican subsidiaries while maintaining its assertion of indefinite reinvestment of fiscal 2021 through current year earnings of other foreign subsidiaries. Where necessary, taxes resulting from foreign distributions of current and accumulated earnings (e.g., withholding taxes) have been considered in the Company's provision for income taxes. ​ As of August 30, 2025, we have not recorded incremental income taxes for outside basis differences of $389.6 million in our investments in foreign subsidiaries, as these amounts are indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to the outside basis differences in these entities is not practicable. ​ 64 64 Table of ContentsSeveral countries where the Company operates have adopted the Organization for Economic Cooperation and Development ("OECD") framework implementing a 15% global minimum tax. This OECD framework, commonly referred to as Pillar Two, did not have a material impact on the Company's income tax provision for the year ended August 30, 2025.​Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2025 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 30, 2025. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities.​On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA creates new provisions that are applicable to the Company, including 100% bonus depreciation for qualifying assets placed in service after January 19, 2025, and full expensing of domestic research and experimental expenditures incurred in taxable years beginning after December 31, 2024. The Company does not expect any material impact from these provisions.​A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Beginning balance​$ 37,986​$ 49,487Additions based on tax positions related to the current year​ 4,482​ 5,386Additions for tax positions of prior years​ 3,643​ 5,373Reductions for tax positions of prior years​ (5,118)​ (8,595)Reductions due to settlements​ (13,150)​ (8,600)Reductions due to statute of limitations​ (5,054)​ (5,065)Ending balance​$ 22,789​$ 37,986​Included in the August 30, 2025, and August 31, 2024, balances are $17.5 million and $32.1 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $4.3 million and $3.8 million for August 30, 2025, and August 31, 2024, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability.​The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $3.8 million and $11.2 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 30, 2025, and August 31, 2024, respectively.​The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 30, 2025, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $0.9 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates.​65 Table of Contents Table of Contents Table of Contents Several countries where the Company operates have adopted the Organization for Economic Cooperation and Development ("OECD") framework implementing a 15% global minimum tax. This OECD framework, commonly referred to as Pillar Two, did not have a material impact on the Company's income tax provision for the year ended August 30, 2025.​Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2025 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 30, 2025. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities.​On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA creates new provisions that are applicable to the Company, including 100% bonus depreciation for qualifying assets placed in service after January 19, 2025, and full expensing of domestic research and experimental expenditures incurred in taxable years beginning after December 31, 2024. The Company does not expect any material impact from these provisions.​A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Beginning balance​$ 37,986​$ 49,487Additions based on tax positions related to the current year​ 4,482​ 5,386Additions for tax positions of prior years​ 3,643​ 5,373Reductions for tax positions of prior years​ (5,118)​ (8,595)Reductions due to settlements​ (13,150)​ (8,600)Reductions due to statute of limitations​ (5,054)​ (5,065)Ending balance​$ 22,789​$ 37,986​Included in the August 30, 2025, and August 31, 2024, balances are $17.5 million and $32.1 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $4.3 million and $3.8 million for August 30, 2025, and August 31, 2024, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability.​The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $3.8 million and $11.2 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 30, 2025, and August 31, 2024, respectively.​The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 30, 2025, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $0.9 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates.​ Several countries where the Company operates have adopted the Organization for Economic Cooperation and Development ("OECD") framework implementing a 15% global minimum tax. This OECD framework, commonly referred to as Pillar Two, did not have a material impact on the Company's income tax provision for the year ended August 30, 2025. ​ Pursuant to provisions under the Inflation Reduction Act, enacted in August of 2022, the Company purchased transferable federal tax credits during fiscal year 2025 from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit recorded during the year ended August 30, 2025. Receivables associated with transferable federal tax credits are recorded (netted) within taxes payable and deferred tax liabilities. ​ On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA creates new provisions that are applicable to the Company, including 100% bonus depreciation for qualifying assets placed in service after January 19, 2025, and full expensing of domestic research and experimental expenditures incurred in taxable years beginning after December 31, 2024. The Company does not expect any material impact from these provisions. ​ A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 37,986 ​ $ 49,487 Additions based on tax positions related to the current year ​ 4,482 ​ 5,386 Additions for tax positions of prior years ​ 3,643 ​ 5,373 Reductions for tax positions of prior years ​ (5,118) ​ (8,595) Reductions due to settlements ​ (13,150) ​ (8,600) Reductions due to statute of limitations ​ (5,054) ​ (5,065) Ending balance ​ $ 22,789 ​ $ 37,986 ​ Included in the August 30, 2025, and August 31, 2024, balances are $17.5 million and $32.1 million, respectively, of unrecognized tax benefits that, if recognized, would reduce the Company's effective tax rate. The balances above also include amounts of $4.3 million and $3.8 million for August 30, 2025, and August 31, 2024, respectively, that are accounted for as reductions to deferred tax assets for NOL carryforwards and tax credit carryforwards. It is anticipated that in the event the associated uncertain tax positions are disallowed, the NOL carryforwards and tax credit carryforwards would be utilized to settle the liability. ​ The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. The Company had $3.8 million and $11.2 million accrued for the payment of interest and penalties associated with unrecognized tax benefits at August 30, 2025, and August 31, 2024, respectively. ​ The Company files U.S. federal, U.S. state and local, and international income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, U.S. state and local, or Non-U.S. examinations by tax authorities for fiscal year 2020 and prior. The Company is typically engaged in various tax examinations at any given time by U.S. federal, U.S. state and local, and Non-U.S. taxing jurisdictions. As of August 30, 2025, the Company estimates that the amount of unrecognized tax benefits could be reduced by approximately $0.9 million over the next twelve months as a result of tax audit settlements. While the Company believes that it is adequately accrued for possible audit adjustments, the final resolution of these examinations cannot be determined at this time and could result in final settlements that differ from current estimates. ​ 65 65 Table of ContentsNote F - Supplier Financing ProgramsThe Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 30, 2025, and August 31, 2024, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $5.4 billion and $4.9 billion, respectively, which are included in Accounts payable and $264.9 million and $226.7 million, respectively, which are included in Other long-term liabilities in the Consolidated Balance Sheets.Changes in the Company's supplier obligations are as follows:​​​​​​ Fiscal Year Ended(in thousands)​August 30, 2025​​​​Confirmed obligations outstanding at the beginning of the year​$ 5,175,016Obligations confirmed during the year​​ 5,467,705Confirmed obligations paid during the year​​ (4,943,761)Confirmed obligations outstanding at the end of the year​$ 5,698,960​Note G - Accrued Expenses and OtherAccrued expenses and other consisted of the following:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Accrued compensation, related payroll taxes and benefits​$ 385,414​$ 291,728Property, sales and other taxes​ 163,321​ 190,317Finance lease liabilities​ 111,521​ 115,559Medical and casualty insurance claims (current portion)​ 95,231​ 107,877Accrued interest​ 82,654​ 88,590Accrued gift cards​ 60,451​ 58,529Accrued sales and warranty returns​ 45,112​ 46,794Other​ 207,832​ 161,352​​$ 1,151,536​$ 1,060,746​​​​​​​​The Company retains a significant portion of the insurance risks associated with workers' compensation, general and product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $8.0 million for auto liability, $21.5 million for property and $4.0 million for general and product liability.Note H - 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. 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.​66 Table of Contents Table of Contents Table of Contents Note F - Supplier Financing ProgramsThe Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 30, 2025, and August 31, 2024, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $5.4 billion and $4.9 billion, respectively, which are included in Accounts payable and $264.9 million and $226.7 million, respectively, which are included in Other long-term liabilities in the Consolidated Balance Sheets.Changes in the Company's supplier obligations are as follows:​​​​​​ Fiscal Year Ended(in thousands)​August 30, 2025​​​​Confirmed obligations outstanding at the beginning of the year​$ 5,175,016Obligations confirmed during the year​​ 5,467,705Confirmed obligations paid during the year​​ (4,943,761)Confirmed obligations outstanding at the end of the year​$ 5,698,960​Note G - Accrued Expenses and OtherAccrued expenses and other consisted of the following:​​​​​​​​ August 30, August 31,(in thousands)​2025​2024​​​​​​​Accrued compensation, related payroll taxes and benefits​$ 385,414​$ 291,728Property, sales and other taxes​ 163,321​ 190,317Finance lease liabilities​ 111,521​ 115,559Medical and casualty insurance claims (current portion)​ 95,231​ 107,877Accrued interest​ 82,654​ 88,590Accrued gift cards​ 60,451​ 58,529Accrued sales and warranty returns​ 45,112​ 46,794Other​ 207,832​ 161,352​​$ 1,151,536​$ 1,060,746​​​​​​​​The Company retains a significant portion of the insurance risks associated with workers' compensation, general and product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $8.0 million for auto liability, $21.5 million for property and $4.0 million for general and product liability.Note H - 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. 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.​ --- ## Modified: AutoZone, Inc. Consolidated Statements of Cash Flows **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ August 30, ​ August 31, ​ August 26, ​ ​ ​ 2025 ​ 2024 ​ 2023 (in thousands) ​ ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization of property and equipment ​ ​ 613,199 ​ ​ 549,755 ​ 497,577 Other non-cash charges (income) ​ ​ 64,000 ​ ​ (40,000) ​ 44,000 Amortization of debt origination fees ​ ​ 12,840 ​ ​ 11,988 ​ 9,264 Deferred income taxes ​ ​ 115,389 ​ ​ (254,393) ​ (25,707) Share-based compensation expense ​ ​ 124,717 ​ ​ 106,246 ​ 93,087 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ (118,606) ​ ​ (38,282) ​ (6,674) Merchandise inventories ​ ​ (893,908) ​ ​ (453,101) ​ (89,180) Accounts payable and accrued expenses ​ ​ 657,408 ​ ​ 244,134 ​ (183,679) Income taxes ​ ​ 68,447 ​ ​ 296,398 ​ 92,832 Other, net ​ ​ (24,396) ​ ​ (81,056) ​ (19,158) Net cash provided by operating activities ​ ​ 3,117,337 ​ ​ 3,004,116 ​ 2,940,788 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ (1,327,257) ​ ​ (1,072,696) ​ (796,657) Purchase of marketable debt securities ​ ​ (64,504) ​ ​ (38,757) ​ (66,917) Proceeds from sale of marketable debt securities ​ ​ 63,326 ​ ​ 40,849 ​ 58,357 Investment in tax credit equity investments ​ ​ (111,815) ​ ​ (227,494) ​ ​ (98,003) Other, net ​ ​ 39,820 ​ ​ 11,592 ​ 27,042 Net cash used in investing activities ​ ​ (1,400,430) ​ ​ (1,286,506) ​ (876,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Net proceeds from (payments of) commercial paper ​ ​ 168,600 ​ ​ (629,600) ​ 606,200 Proceeds from issuance of debt ​ ​ 500,000 ​ ​ 2,300,000 ​ 1,750,000 Repayment of debt ​ ​ (900,000) ​ ​ (300,000) ​ ​ (800,000) Net proceeds from sale of common stock ​ ​ 172,297 ​ ​ 176,236 ​ 182,494 Purchase of treasury stock ​ ​ (1,578,186) ​ ​ (3,140,917) ​ (3,699,552) Repayment of principal portion of finance lease liabilities ​ ​ (96,154) ​ ​ (85,258) ​ (81,055) Other, net ​ ​ (13,376) ​ ​ (4,197) ​ (18,169) Net cash used in financing activities ​ ​ (1,746,819) ​ ​ (1,683,736) ​ (2,060,082) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash ​ ​ 3,543 ​ ​ (12,756) ​ 8,146 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents ​ ​ (26,369) ​ ​ 21,118 ​ 12,674 Cash and cash equivalents at beginning of period ​ ​ 298,172 ​ ​ 277,054 ​ 264,380 Cash and cash equivalents at end of period ​ $ 271,803 ​ $ 298,172 ​ $ 277,054 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Interest paid, net of interest cost capitalized ​ $ 413,026 ​ $ 353,819 ​ $ 260,866 Income taxes paid ​ $ 313,488 ​ $ 437,552 ​ $ 570,250 Leased assets obtained in exchange for new finance lease liabilities ​ $ 95,759 ​ $ 196,112 ​ $ 58,316 Leased assets obtained in exchange for new operating lease liabilities ​ $ 533,197 ​ $ 415,212 ​ $ 428,150 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ August 31, ​ August 26, ​ August 27, ​ ​ ​ 2024 ​ 2023 ​ 2022 (in thousands) ​ ​ (53 weeks) ​ (52 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization of property and equipment ​ ​ 549,755 ​ ​ 497,577 ​ 442,223 Other non-cash (income) charges ​ ​ (40,000) ​ ​ 44,000 ​ 15,000 Amortization of debt origination fees ​ ​ 11,988 ​ ​ 9,264 ​ 11,276 Deferred income taxes ​ ​ (254,393) ​ ​ (25,707) ​ 185,594 Share-based compensation expense ​ ​ 106,246 ​ ​ 93,087 ​ 70,612 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ (38,282) ​ ​ (6,674) ​ (125,732) Merchandise inventories ​ ​ (453,101) ​ ​ (89,180) ​ (1,005,686) Accounts payable and accrued expenses ​ ​ 244,134 ​ ​ (183,679) ​ 1,224,692 Income taxes ​ ​ 296,398 ​ ​ 92,832 ​ (10,517) Other, net ​ ​ (81,056) ​ ​ (19,158) ​ (25,931) Net cash provided by operating activities ​ ​ 3,004,116 ​ ​ 2,940,788 ​ 3,211,135 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ (1,072,696) ​ ​ (796,657) ​ (672,391) Purchase of marketable debt securities ​ ​ (38,757) ​ ​ (66,917) ​ (56,040) Proceeds from sale of marketable debt securities ​ ​ 40,849 ​ ​ 58,357 ​ 53,882 Investment in tax credit equity investments ​ ​ (227,494) ​ ​ (98,003) ​ ​ (31,537) Other, net ​ ​ 11,592 ​ ​ 27,042 ​ 57,987 Net cash used in investing activities ​ ​ (1,286,506) ​ ​ (876,178) ​ (648,099) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Net (payments of)/proceeds from commercial paper ​ ​ (629,600) ​ ​ 606,200 ​ 603,400 Proceeds from issuance of debt ​ ​ 2,300,000 ​ ​ 1,750,000 ​ 750,000 Repayment of debt ​ ​ (300,000) ​ ​ (800,000) ​ ​ (500,000) Net proceeds from sale of common stock ​ ​ 176,236 ​ ​ 182,494 ​ 113,934 Purchase of treasury stock ​ ​ (3,140,917) ​ ​ (3,699,552) ​ (4,359,991) Repayment of principal portion of finance lease liabilities ​ ​ (85,258) ​ ​ (81,055) ​ (67,182) Other, net ​ ​ (4,197) ​ ​ (18,169) ​ (10,658) Net cash used in financing activities ​ ​ (1,683,736) ​ ​ (2,060,082) ​ (3,470,497) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash ​ ​ (12,756) ​ ​ 8,146 ​ 506 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ​ 21,118 ​ ​ 12,674 ​ (906,955) Cash and cash equivalents at beginning of period ​ ​ 277,054 ​ ​ 264,380 ​ 1,171,335 Cash and cash equivalents at end of period ​ $ 298,172 ​ $ 277,054 ​ $ 264,380 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Interest paid, net of interest cost capitalized ​ $ 353,819 ​ $ 260,866 ​ $ 178,561 Income taxes paid ​ $ 437,552 ​ $ 570,250 ​ $ 461,232 Leased assets obtained in exchange for new finance lease liabilities ​ $ 196,112 ​ $ 58,316 ​ $ 100,711 Leased assets obtained in exchange for new operating lease liabilities ​ $ 415,212 ​ $ 428,150 ​ $ 527,966 ​ See Notes to Consolidated Financial Statements. 48 48 Table of ContentsAutoZone, Inc. Consolidated Statements of Stockholders' Deficit​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​Common​​​​Additional​​​​Other​​​​​​​ Shares Common Paid-in Retained Comprehensive Treasury ​​(in thousands)​Issued​Stock​Capital​Deficit​Loss​Stock​Total​​​​​​​​​​​​​​​​​​​​​Balance at August 28, 2021 23,007​$ 230​$ 1,465,669​$ (419,829)​$ (307,986)​$ (2,535,620)​$ (1,797,536)Net income - ​ - ​ - ​ 2,429,604​ - ​ - ​ 2,429,604Total other comprehensive income - ​ - ​ - ​ - ​ 7,450​​ - ​ 7,450Purchase of 2,220 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (4,359,991)​ (4,359,991)Retirement of treasury shares (2,484)​ (25)​ (292,975)​ (3,339,842)​ - ​ 3,632,842​ - Issuance of common stock under stock options and stock purchase plans 209​ 2​ 113,932​​ - ​​ - ​​ - ​ 113,934Share-based compensation expense - ​ - ​ 67,626​ - ​ - ​ - ​ 67,626Balance at August 27, 2022 20,732​ 207​ 1,354,252​ (1,330,067)​ (300,536)​ (3,262,769)​ (3,538,913)Net income - ​ - ​ - ​ 2,528,426​ - ​ - ​ 2,528,426Total other comprehensive income - ​ - ​ - ​ - ​ 109,700​ - ​ 109,700Purchase of 1,524 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (3,723,289)​ (3,723,289)Retirement of treasury shares (2,051)​ (20)​ (143,440)​ (4,157,637)​ - ​ 4,301,097​ - Issuance of common stock under stock options and stock purchase plans 255​ 2​ 182,492​​ - ​​ - ​​ - ​ 182,494Share-based compensation expense - ​ - ​ 91,688​ - ​ - ​ - ​ 91,688Balance at August 26, 2023 18,936​ 189​ 1,484,992​ (2,959,278)​ (190,836)​ (2,684,961)​ (4,349,894)Net income - ​ - ​ - ​ 2,662,427​ - ​ - ​ 2,662,427Total other comprehensive loss - ​ - ​ - ​ - ​ (170,782)​ - ​ (170,782)Purchase of 1,149 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (3,170,320)​ (3,170,320)Retirement of treasury shares (1,703)​ (17)​ (142,391)​ (4,128,131)​ - ​ 4,270,539​ - Issuance of common stock under stock options and stock purchase plans 218​ 3​ 176,233​​ - ​​ - ​​ - ​ 176,236Share-based compensation expense - ​ - ​ 102,719​ - ​ - ​ - ​ 102,719Balance at August 31, 2024 17,451​$ 175​$ 1,621,553​$ (4,424,982)​$ (361,618)​$ (1,584,742)​$ (4,749,614)​See Notes to Consolidated Financial Statements.​49 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Stockholders' Deficit​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​Common​​​​Additional​​​​Other​​​​​​​ Shares Common Paid-in Retained Comprehensive Treasury ​​(in thousands)​Issued​Stock​Capital​Deficit​Loss​Stock​Total​​​​​​​​​​​​​​​​​​​​​Balance at August 28, 2021 23,007​$ 230​$ 1,465,669​$ (419,829)​$ (307,986)​$ (2,535,620)​$ (1,797,536)Net income - ​ - ​ - ​ 2,429,604​ - ​ - ​ 2,429,604Total other comprehensive income - ​ - ​ - ​ - ​ 7,450​​ - ​ 7,450Purchase of 2,220 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (4,359,991)​ (4,359,991)Retirement of treasury shares (2,484)​ (25)​ (292,975)​ (3,339,842)​ - ​ 3,632,842​ - Issuance of common stock under stock options and stock purchase plans 209​ 2​ 113,932​​ - ​​ - ​​ - ​ 113,934Share-based compensation expense - ​ - ​ 67,626​ - ​ - ​ - ​ 67,626Balance at August 27, 2022 20,732​ 207​ 1,354,252​ (1,330,067)​ (300,536)​ (3,262,769)​ (3,538,913)Net income - ​ - ​ - ​ 2,528,426​ - ​ - ​ 2,528,426Total other comprehensive income - ​ - ​ - ​ - ​ 109,700​ - ​ 109,700Purchase of 1,524 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (3,723,289)​ (3,723,289)Retirement of treasury shares (2,051)​ (20)​ (143,440)​ (4,157,637)​ - ​ 4,301,097​ - Issuance of common stock under stock options and stock purchase plans 255​ 2​ 182,492​​ - ​​ - ​​ - ​ 182,494Share-based compensation expense - ​ - ​ 91,688​ - ​ - ​ - ​ 91,688Balance at August 26, 2023 18,936​ 189​ 1,484,992​ (2,959,278)​ (190,836)​ (2,684,961)​ (4,349,894)Net income - ​ - ​ - ​ 2,662,427​ - ​ - ​ 2,662,427Total other comprehensive loss - ​ - ​ - ​ - ​ (170,782)​ - ​ (170,782)Purchase of 1,149 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (3,170,320)​ (3,170,320)Retirement of treasury shares (1,703)​ (17)​ (142,391)​ (4,128,131)​ - ​ 4,270,539​ - Issuance of common stock under stock options and stock purchase plans 218​ 3​ 176,233​​ - ​​ - ​​ - ​ 176,236Share-based compensation expense - ​ - ​ 102,719​ - ​ - ​ - ​ 102,719Balance at August 31, 2024 17,451​$ 175​$ 1,621,553​$ (4,424,982)​$ (361,618)​$ (1,584,742)​$ (4,749,614)​See Notes to Consolidated Financial Statements.​ AutoZone, Inc. Consolidated Statements of Stockholders' Deficit​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​Common​​​​Additional​​​​Other​​​​​​​ Shares Common Paid-in Retained Comprehensive Treasury ​​(in thousands)​Issued​Stock​Capital​Deficit​Loss​Stock​Total​​​​​​​​​​​​​​​​​​​​​Balance at August 28, 2021 23,007​$ 230​$ 1,465,669​$ (419,829)​$ (307,986)​$ (2,535,620)​$ (1,797,536)Net income - ​ - ​ - ​ 2,429,604​ - ​ - ​ 2,429,604Total other comprehensive income - ​ - ​ - ​ - ​ 7,450​​ - ​ 7,450Purchase of 2,220 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (4,359,991)​ (4,359,991)Retirement of treasury shares (2,484)​ (25)​ (292,975)​ (3,339,842)​ - ​ 3,632,842​ - Issuance of common stock under stock options and stock purchase plans 209​ 2​ 113,932​​ - ​​ - ​​ - ​ 113,934Share-based compensation expense - ​ - ​ 67,626​ - ​ - ​ - ​ 67,626Balance at August 27, 2022 20,732​ 207​ 1,354,252​ (1,330,067)​ (300,536)​ (3,262,769)​ (3,538,913)Net income - ​ - ​ - ​ 2,528,426​ - ​ - ​ 2,528,426Total other comprehensive income - ​ - ​ - ​ - ​ 109,700​ - ​ 109,700Purchase of 1,524 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (3,723,289)​ (3,723,289)Retirement of treasury shares (2,051)​ (20)​ (143,440)​ (4,157,637)​ - ​ 4,301,097​ - Issuance of common stock under stock options and stock purchase plans 255​ 2​ 182,492​​ - ​​ - ​​ - ​ 182,494Share-based compensation expense - ​ - ​ 91,688​ - ​ - ​ - ​ 91,688Balance at August 26, 2023 18,936​ 189​ 1,484,992​ (2,959,278)​ (190,836)​ (2,684,961)​ (4,349,894)Net income - ​ - ​ - ​ 2,662,427​ - ​ - ​ 2,662,427Total other comprehensive loss - ​ - ​ - ​ - ​ (170,782)​ - ​ (170,782)Purchase of 1,149 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (3,170,320)​ (3,170,320)Retirement of treasury shares (1,703)​ (17)​ (142,391)​ (4,128,131)​ - ​ 4,270,539​ - Issuance of common stock under stock options and stock purchase plans 218​ 3​ 176,233​​ - ​​ - ​​ - ​ 176,236Share-based compensation expense - ​ - ​ 102,719​ - ​ - ​ - ​ 102,719Balance at August 31, 2024 17,451​$ 175​$ 1,621,553​$ (4,424,982)​$ (361,618)​$ (1,584,742)​$ (4,749,614)​See Notes to Consolidated Financial Statements.​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ August 30, ​ August 31, ​ August 26, ​ ​ ​ 2025 ​ 2024 ​ 2023 (in thousands) ​ ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization of property and equipment ​ ​ 613,199 ​ ​ 549,755 ​ 497,577 Other non-cash charges (income) ​ ​ 64,000 ​ ​ (40,000) ​ 44,000 Amortization of debt origination fees ​ ​ 12,840 ​ ​ 11,988 ​ 9,264 Deferred income taxes ​ ​ 115,389 ​ ​ (254,393) ​ (25,707) Share-based compensation expense ​ ​ 124,717 ​ ​ 106,246 ​ 93,087 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ (118,606) ​ ​ (38,282) ​ (6,674) Merchandise inventories ​ ​ (893,908) ​ ​ (453,101) ​ (89,180) Accounts payable and accrued expenses ​ ​ 657,408 ​ ​ 244,134 ​ (183,679) Income taxes ​ ​ 68,447 ​ ​ 296,398 ​ 92,832 Other, net ​ ​ (24,396) ​ ​ (81,056) ​ (19,158) Net cash provided by operating activities ​ ​ 3,117,337 ​ ​ 3,004,116 ​ 2,940,788 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ (1,327,257) ​ ​ (1,072,696) ​ (796,657) Purchase of marketable debt securities ​ ​ (64,504) ​ ​ (38,757) ​ (66,917) Proceeds from sale of marketable debt securities ​ ​ 63,326 ​ ​ 40,849 ​ 58,357 Investment in tax credit equity investments ​ ​ (111,815) ​ ​ (227,494) ​ ​ (98,003) Other, net ​ ​ 39,820 ​ ​ 11,592 ​ 27,042 Net cash used in investing activities ​ ​ (1,400,430) ​ ​ (1,286,506) ​ (876,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Net proceeds from (payments of) commercial paper ​ ​ 168,600 ​ ​ (629,600) ​ 606,200 Proceeds from issuance of debt ​ ​ 500,000 ​ ​ 2,300,000 ​ 1,750,000 Repayment of debt ​ ​ (900,000) ​ ​ (300,000) ​ ​ (800,000) Net proceeds from sale of common stock ​ ​ 172,297 ​ ​ 176,236 ​ 182,494 Purchase of treasury stock ​ ​ (1,578,186) ​ ​ (3,140,917) ​ (3,699,552) Repayment of principal portion of finance lease liabilities ​ ​ (96,154) ​ ​ (85,258) ​ (81,055) Other, net ​ ​ (13,376) ​ ​ (4,197) ​ (18,169) Net cash used in financing activities ​ ​ (1,746,819) ​ ​ (1,683,736) ​ (2,060,082) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash ​ ​ 3,543 ​ ​ (12,756) ​ 8,146 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents ​ ​ (26,369) ​ ​ 21,118 ​ 12,674 Cash and cash equivalents at beginning of period ​ ​ 298,172 ​ ​ 277,054 ​ 264,380 Cash and cash equivalents at end of period ​ $ 271,803 ​ $ 298,172 ​ $ 277,054 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Interest paid, net of interest cost capitalized ​ $ 413,026 ​ $ 353,819 ​ $ 260,866 Income taxes paid ​ $ 313,488 ​ $ 437,552 ​ $ 570,250 Leased assets obtained in exchange for new finance lease liabilities ​ $ 95,759 ​ $ 196,112 ​ $ 58,316 Leased assets obtained in exchange for new operating lease liabilities ​ $ 533,197 ​ $ 415,212 ​ $ 428,150 ​ See Notes to Consolidated Financial Statements. 50 50 Table of ContentsAutoZone, Inc. Consolidated Statements of Stockholders' Deficit​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​Common​​​​Additional​​​​Other​​​​​​​ Shares Common Paid-in Retained Comprehensive Treasury ​​(in thousands)​Issued​Stock​Capital​Deficit​Loss​Stock​Total​​​​​​​​​​​​​​​​​​​​​Balance at August 27, 2022 20,732​$ 207​$ 1,354,252​$ (1,330,067)​$ (300,536)​$ (3,262,769)​$ (3,538,913)Net income - ​ - ​ - ​ 2,528,426​ - ​ - ​ 2,528,426Total other comprehensive income - ​ - ​ - ​ - ​ 109,700​ - ​ 109,700Purchase of 1,524 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (3,723,289)​ (3,723,289)Retirement of treasury shares (2,051)​ (20)​ (143,440)​ (4,157,637)​ - ​ 4,301,097​ - Issuance of common stock under stock options and stock purchase plans 255​ 2​ 182,492​​ - ​​ - ​​ - ​ 182,494Share-based compensation expense - ​ - ​ 91,688​ - ​ - ​ - ​ 91,688Balance at August 26, 2023 18,936​ 189​ 1,484,992​ (2,959,278)​ (190,836)​ (2,684,961)​ (4,349,894)Net income - ​ - ​ - ​ 2,662,427​ - ​ - ​ 2,662,427Total other comprehensive loss - ​ - ​ - ​ - ​ (170,782)​ - ​ (170,782)Purchase of 1,149 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (3,170,320)​ (3,170,320)Retirement of treasury shares (1,703)​ (17)​ (142,391)​ (4,128,131)​ - ​ 4,270,539​ - Issuance of common stock under stock options and stock purchase plans 218​ 3​ 176,233​​ - ​​ - ​​ - ​ 176,236Share-based compensation expense - ​ - ​ 102,719​ - ​ - ​ - ​ 102,719Balance at August 31, 2024 17,451​ 175​ 1,621,553​ (4,424,982)​ (361,618)​ (1,584,742)​ (4,749,614)Net income - ​ - ​ - ​ 2,498,247​ - ​ - ​ 2,498,247Total other comprehensive income - ​ - ​ - ​ - ​ 76,608​ - ​ 76,608Purchase of 447 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (1,531,659)​ (1,531,659)Retirement of treasury shares (710)​ (7)​ (69,878)​ (2,049,117)​ - ​ 2,119,002​ - Issuance of common stock under stock options and stock purchase plans 186​ 1​ 172,295​​ - ​​ - ​​ - ​ 172,296Share-based compensation expense - ​ - ​ 119,809​ - ​ - ​ - ​ 119,809Balance at August 30, 2025 16,927​$ 169​$ 1,843,779​$ (3,975,852)​$ (285,010)​$ (997,399)​$ (3,414,313)​See Notes to Consolidated Financial Statements.​51 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Stockholders' Deficit​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Accumulated​​​​​​​​Common​​​​Additional​​​​Other​​​​​​​ Shares Common Paid-in Retained Comprehensive Treasury ​​(in thousands)​Issued​Stock​Capital​Deficit​Loss​Stock​Total​​​​​​​​​​​​​​​​​​​​​Balance at August 27, 2022 20,732​$ 207​$ 1,354,252​$ (1,330,067)​$ (300,536)​$ (3,262,769)​$ (3,538,913)Net income - ​ - ​ - ​ 2,528,426​ - ​ - ​ 2,528,426Total other comprehensive income - ​ - ​ - ​ - ​ 109,700​ - ​ 109,700Purchase of 1,524 shares of treasury stock - ​ - ​ - ​ - ​ - ​ (3,723,289)​ (3,723,289)Retirement of treasury shares (2,051)​ (20)​ (143,440)​ (4,157,637)​ - ​ 4,301,097​ - Issuance of common stock under stock options and stock purchase plans 255​ 2​ 182,492​​ - ​​ - ​​ - ​ 182,494Share-based compensation expense - ​ - ​ 91,688​ - ​ - ​ - ​ 91,688Balance at August 26, 2023 18,936​ 189​ 1,484,992​ (2,959,278)​ (190,836)​ (2,684,961)​ (4,349,894)Net income - ​ - ​ - ​ 2,662,427​ - ​ - ​ 2,662,427Total other comprehensive loss - ​ - ​ - ​ - ​ (170,782)​ - ​ (170,782)Purchase of 1,149 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (3,170,320)​ (3,170,320)Retirement of treasury shares (1,703)​ (17)​ (142,391)​ (4,128,131)​ - ​ 4,270,539​ - Issuance of common stock under stock options and stock purchase plans 218​ 3​ 176,233​​ - ​​ - ​​ - ​ 176,236Share-based compensation expense - ​ - ​ 102,719​ - ​ - ​ - ​ 102,719Balance at August 31, 2024 17,451​ 175​ 1,621,553​ (4,424,982)​ (361,618)​ (1,584,742)​ (4,749,614)Net income - ​ - ​ - ​ 2,498,247​ - ​ - ​ 2,498,247Total other comprehensive income - ​ - ​ - ​ - ​ 76,608​ - ​ 76,608Purchase of 447 shares of treasury stock - ​​ - ​​ - ​​ - ​​ - ​​ (1,531,659)​ (1,531,659)Retirement of treasury shares (710)​ (7)​ (69,878)​ (2,049,117)​ - ​ 2,119,002​ - Issuance of common stock under stock options and stock purchase plans 186​ 1​ 172,295​​ - ​​ - ​​ - ​ 172,296Share-based compensation expense - ​ - ​ 119,809​ - ​ - ​ - ​ 119,809Balance at August 30, 2025 16,927​$ 169​$ 1,843,779​$ (3,975,852)​$ (285,010)​$ (997,399)​$ (3,414,313)​See Notes to Consolidated Financial Statements.​ --- ## Modified: Fiscal Year Ended August **Key changes:** - Reworded sentence: "​ (in thousands, except percentage) 2025 2024(1) 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314 ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net 475,824 ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ Rent expense(2) 463,031 ​ 447,693 ​ 406,398 ​ 373,278 ​ 345,380 ​ Tax effect(3) (190,588) ​ (181,653) ​ (143,980) ​ (119,197) ​ (114,091) ​ Adjusted after-tax return $ 3,246,514 ​ $ 3,380,045 ​ $ 3,097,216 ​ $ 2,875,323 ​ $ 2,596,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average debt(4) $ 8,948,381 ​ $ 8,580,659 ​ $ 6,900,354 ​ $ 5,712,301 ​ $ 5,416,471 ​ Average stockholders' deficit(4) (4,253,805) ​ (4,797,747) ​ (4,042,495) ​ (2,797,181) ​ (1,397,892) ​ Add: Rent x 6(2)(5) 2,778,186 ​ 2,686,158 ​ 2,438,388 ​ 2,239,668 ​ 2,072,280 ​ Average finance lease liabilities(4) 396,323 ​ 329,225 ​ 296,599 ​ 284,453 ​ 237,267 ​ Invested capital $ 7,869,085 ​ $ 6,798,295 ​ $ 5,592,846 ​ $ 5,439,241 ​ $ 6,328,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted after-tax ROIC 41.3 % 49.7 % 55.4 % 52.9 % 41.0 % ​ Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDAR The following table calculates the ratio of adjusted debt to EBITDAR." - Reworded sentence: "The adjusted debt to EBITDAR ratios are presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations": ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) --- ## Modified: Store Square **Key changes:** - Reworded sentence: "​ ​ Stores ​ Footage(1) Leased 4,307 29,029,004 Owned 3,350 22,788,576 Total 7,657 51,817,580 ​ We have approximately 8.5 million square feet in distribution centers servicing our stores, of which approximately 2.0 million square feet is leased and the remainder is owned." - Reworded sentence: "25 25 Table of ContentsPART IIItem 5." - Reworded sentence: "The Board voted to increase the repurchase authorization by $1.5 billion on October 8, 2025, bringing the total value of authorized share repurchases to $40.7 billion.Shares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 11, 2025 to June 7, 2025 2,685​$ 3,734.05​ 2,685​$1,069,026,435June 8, 2025 to July 5, 2025 42,792​ 3,663.97​ 42,792​​912,238,027July 6, 2025 to August 2, 2025 38,340​ 3,784.60​ 38,340​​767,136,413August 3, 2025 to August 30, 2025 33,111​​ 4,071.93​ 33,111​​632,310,629Total 116,928​$ 3,820.66​ 116,928​$632,310,629​The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions." - Reworded sentence: "Under the Employee Plan, 4,419, 5,000 and 5,183 shares were sold to employees in fiscal 2025, 2024 and 2023, respectively." - Reworded sentence: "The Board voted to increase the repurchase authorization by $1.5 billion on October 8, 2025, bringing the total value of authorized share repurchases to $40.7 billion.Shares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 11, 2025 to June 7, 2025 2,685​$ 3,734.05​ 2,685​$1,069,026,435June 8, 2025 to July 5, 2025 42,792​ 3,663.97​ 42,792​​912,238,027July 6, 2025 to August 2, 2025 38,340​ 3,784.60​ 38,340​​767,136,413August 3, 2025 to August 30, 2025 33,111​​ 4,071.93​ 33,111​​632,310,629Total 116,928​$ 3,820.66​ 116,928​$632,310,629​The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions." **Prior (2024):** ​ ​ Stores ​ Footage(1) Leased 4,081 27,226,410 Owned 3,272 22,190,827 Total 7,353 49,417,237 ​ We have approximately 7.1 million square feet in distribution centers servicing our stores, of which approximately 2.1 million square feet is leased and the remainder is owned. We have 11 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate. Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows. Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million. Item 4. Mine Safety Disclosures Not applicable. 24 24 Table of ContentsPART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 21, 2024, there were 1,603 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $2.0 billion on December 20, 2023 and $1.5 billion on June 19, 2024, bringing the total value of authorized share repurchases to $39.2 billion.Shares of common stock repurchased by the Company during the quarter ended August 31, 2024 were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 5, 2024 to June 1, 2024 65,636​$ 2,891.87​ 65,636​$1,184,718,249June 2, 2024 to June 29, 2024 81,197​ 2,881.79​ 81,197​​2,450,725,318June 30, 2024 to July 27, 2024 84,860​ 2,936.78​ 84,860​​2,201,510,545July 28, 2024 to August 31, 2024 12,096​​ 3,103.60​ 12,096​​2,163,969,364Total 243,789​$ 2,914.65​ 243,789​$ 2,163,969,364​The Company also repurchased, at market value, an additional 4,886 shares in fiscal year 2022 from employees electing to sell their stock under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 5,000, 5,183 and 6,238 shares were sold to employees in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 117,341 shares of common stock were reserved for future issuance under the Employee Plan.Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 540, 689 and 709 shares in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 232,426 shares of common stock were reserved for future issuance under the Executive Plan.25 Table of Contents Table of Contents Table of Contents PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 21, 2024, there were 1,603 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $2.0 billion on December 20, 2023 and $1.5 billion on June 19, 2024, bringing the total value of authorized share repurchases to $39.2 billion.Shares of common stock repurchased by the Company during the quarter ended August 31, 2024 were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 5, 2024 to June 1, 2024 65,636​$ 2,891.87​ 65,636​$1,184,718,249June 2, 2024 to June 29, 2024 81,197​ 2,881.79​ 81,197​​2,450,725,318June 30, 2024 to July 27, 2024 84,860​ 2,936.78​ 84,860​​2,201,510,545July 28, 2024 to August 31, 2024 12,096​​ 3,103.60​ 12,096​​2,163,969,364Total 243,789​$ 2,914.65​ 243,789​$ 2,163,969,364​The Company also repurchased, at market value, an additional 4,886 shares in fiscal year 2022 from employees electing to sell their stock under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 5,000, 5,183 and 6,238 shares were sold to employees in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 117,341 shares of common stock were reserved for future issuance under the Employee Plan.Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 540, 689 and 709 shares in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 232,426 shares of common stock were reserved for future issuance under the Executive Plan. PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 21, 2024, there were 1,603 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $2.0 billion on December 20, 2023 and $1.5 billion on June 19, 2024, bringing the total value of authorized share repurchases to $39.2 billion.Shares of common stock repurchased by the Company during the quarter ended August 31, 2024 were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 5, 2024 to June 1, 2024 65,636​$ 2,891.87​ 65,636​$1,184,718,249June 2, 2024 to June 29, 2024 81,197​ 2,881.79​ 81,197​​2,450,725,318June 30, 2024 to July 27, 2024 84,860​ 2,936.78​ 84,860​​2,201,510,545July 28, 2024 to August 31, 2024 12,096​​ 3,103.60​ 12,096​​2,163,969,364Total 243,789​$ 2,914.65​ 243,789​$ 2,163,969,364​The Company also repurchased, at market value, an additional 4,886 shares in fiscal year 2022 from employees electing to sell their stock under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 5,000, 5,183 and 6,238 shares were sold to employees in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 117,341 shares of common stock were reserved for future issuance under the Employee Plan.Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 540, 689 and 709 shares in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 232,426 shares of common stock were reserved for future issuance under the Executive Plan. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 21, 2024, there were 1,603 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings. We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow. During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $2.0 billion on December 20, 2023 and $1.5 billion on June 19, 2024, bringing the total value of authorized share repurchases to $39.2 billion. Shares of common stock repurchased by the Company during the quarter ended August 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period **Current (2025):** ​ ​ Stores ​ Footage(1) Leased 4,307 29,029,004 Owned 3,350 22,788,576 Total 7,657 51,817,580 ​ We have approximately 8.5 million square feet in distribution centers servicing our stores, of which approximately 2.0 million square feet is leased and the remainder is owned. We have 13 distribution centers located throughout the U.S., two in Mexico, and one in Brazil. Our primary store support center is located in Memphis, Tennessee, and consists of approximately 325,000 square feet. We also have four additional store support centers located in Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil; and Gurugram, India. Our primary International Sourcing Office is located in Shanghai, China. The ALLDATA headquarters in Elk Grove, California is leased, and we also own or lease other properties which are not material individually or in the aggregate. Item 3. Legal Proceedings We are involved in various legal proceedings incidental to the conduct of our 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. We do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows. Additionally, we are not involved in any environmental proceeding in which a governmental authority is a party, and such proceeding involves potential monetary sanctions that we reasonably believe will exceed an applied threshold of $1 million. Item 4. Mine Safety Disclosures Not applicable. 25 25 Table of ContentsPART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 20, 2025, there were 1,477 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $1.5 billion on October 8, 2025, bringing the total value of authorized share repurchases to $40.7 billion.Shares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 11, 2025 to June 7, 2025 2,685​$ 3,734.05​ 2,685​$1,069,026,435June 8, 2025 to July 5, 2025 42,792​ 3,663.97​ 42,792​​912,238,027July 6, 2025 to August 2, 2025 38,340​ 3,784.60​ 38,340​​767,136,413August 3, 2025 to August 30, 2025 33,111​​ 4,071.93​ 33,111​​632,310,629Total 116,928​$ 3,820.66​ 116,928​$632,310,629​The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 4,419, 5,000 and 5,183 shares were sold to employees in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 112,922 shares of common stock were reserved for future issuance under the Employee Plan.Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 246, 540 and 689 shares in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 232,180 shares of common stock were reserved for future issuance under the Executive Plan.26 Table of Contents Table of Contents Table of Contents PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 20, 2025, there were 1,477 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow.During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $1.5 billion on October 8, 2025, bringing the total value of authorized share repurchases to $40.7 billion.Shares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows:​​​​​​​​​​​PeriodTotal Number of Shares Purchased​​Average Price Paid per Share ​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Value that May Yet Be Purchased Under the Plans or ProgramsMay 11, 2025 to June 7, 2025 2,685​$ 3,734.05​ 2,685​$1,069,026,435June 8, 2025 to July 5, 2025 42,792​ 3,663.97​ 42,792​​912,238,027July 6, 2025 to August 2, 2025 38,340​ 3,784.60​ 38,340​​767,136,413August 3, 2025 to August 30, 2025 33,111​​ 4,071.93​ 33,111​​632,310,629Total 116,928​$ 3,820.66​ 116,928​$632,310,629​The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 4,419, 5,000 and 5,183 shares were sold to employees in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 112,922 shares of common stock were reserved for future issuance under the Employee Plan.Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 246, 540 and 689 shares in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 232,180 shares of common stock were reserved for future issuance under the Executive Plan. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The principal market on which our common stock is traded is the New York Stock Exchange under the symbol "AZO." On October 20, 2025, there were 1,477 stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings. We currently do not pay a dividend on our common stock. Any future payment of dividends would be dependent upon our financial condition, capital requirements, earnings and cash flow. During 1998, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company's Board of Directors. The Board voted to increase the repurchase authorization by $1.5 billion on October 8, 2025, bringing the total value of authorized share repurchases to $40.7 billion. Shares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period --- ## Modified: Fiscal Year Ended August **Key changes:** - Reworded sentence: "(in thousands) ​ 2025 2024 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by/(used in): ​ ​ ​ ​ ​ ​ Operating activities ​ $ 3,117,337 ​ $ 3,004,116 ​ $ 2,940,788 ​ $ 3,211,135 ​ $ 3,518,543 ​ Investing activities ​ (1,400,430) ​ (1,286,506) ​ (876,178) ​ (648,099) ​ (601,778) ​ Financing activities ​ (1,746,819) ​ (1,683,736) ​ (2,060,082) ​ (3,470,497) ​ (3,500,417) ​ Effect of exchange rate changes on cash ​ ​ 3,543 ​ (12,756) ​ 8,146 ​ 506 ​ 4,172 ​ Net increase/(decrease) in cash and cash equivalents ​ ​ (26,369) ​ 21,118 ​ 12,674 ​ (906,955) ​ (579,480) ​ Less: increase/(decrease) in debt, excluding deferred financing costs ​ ​ (231,400) ​ 1,370,400 ​ 1,556,200 ​ 853,400 ​ (250,000) ​ Plus: Share repurchases ​ 1,578,186 ​ 3,140,917 ​ 3,699,552 ​ 4,359,991 ​ 3,378,321 ​ Cash flow before share repurchases and changes in debt ​ $ 1,783,217 ​ $ 1,791,635 ​ $ 2,156,026 ​ $ 2,599,636 ​ $ 3,048,841 ​ ​ ​ ​ ​ ​ ​ ​ 38 38 Table of ContentsReconciliation of Non-GAAP Financial Measure: Adjusted After-tax ROICThe following table calculates the percentage of ROIC." - Reworded sentence: "The ROIC percentages are presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations": ​​​​​​​​​​​​​​​​​​Fiscal Year Ended August​(in thousands, except percentage)2025 2024(1) 2023 2022 2021 ​​​​​​​​​​​​​​​​Net income$ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314​Adjustments: ​​ ​​ ​​ ​​ ​Interest expense, net 475,824​ 451,578​ 306,372​ 191,638​ 195,337​Rent expense(2) 463,031​ 447,693​ 406,398​ 373,278​ 345,380​Tax effect(3) (190,588)​ (181,653)​ (143,980)​ (119,197)​ (114,091)​Adjusted after-tax return$ 3,246,514​$ 3,380,045​$ 3,097,216​$ 2,875,323​$ 2,596,940​​​​​​​​​​​​​​​​​Average debt(4)$ 8,948,381​$ 8,580,659​$ 6,900,354​$ 5,712,301​$ 5,416,471​Average stockholders' deficit(4) (4,253,805)​ (4,797,747)​ (4,042,495)​ (2,797,181)​ (1,397,892)​Add: Rent x 6(2)(5) 2,778,186​ 2,686,158​ 2,438,388​ 2,239,668​ 2,072,280​Average finance lease liabilities(4) 396,323​ 329,225​ 296,599​ 284,453​ 237,267​Invested capital$ 7,869,085​$ 6,798,295​$ 5,592,846​$ 5,439,241​$ 6,328,126​​​​​​​​​​​​​​​​​Adjusted after-tax ROIC 41.3% 49.7% 55.4% 52.9% 41.0%​Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDARThe following table calculates the ratio of adjusted debt to EBITDAR." - Reworded sentence: "The adjusted debt to EBITDAR ratios are presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August(in thousands, except ratio)​2025 2024(1) 2023 2022 2021​​​​​​​​​​​​​​​​Net income $ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314Add: Interest expense, net​ 475,824​ 451,578​ 306,372​ 191,638​ 195,337Income tax expense​​ 636,085​​ 674,703​​ 639,188​​ 649,487​​ 578,876EBIT​ 3,610,156​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527Add: Depreciation and amortization expense​ 613,199​ 549,755​ 497,577​ 442,223​ 407,683Rent expense(2)​ 463,031​ 447,693​ 406,398​ 373,278​ 345,380Share-based expense​ 124,717​ 106,246​ 93,087​ 70,612​ 56,112EBITDAR​$ 4,811,103​$ 4,892,402​$ 4,471,048​$ 4,156,842​$ 3,753,702​​​​​​​​​​​​​​​​Debt​$ 8,799,775​$ 9,024,381​$ 7,668,549​$ 6,122,092​$ 5,269,820Financing lease liabilities​ 399,940​ 399,441​ 287,618​ 310,305​ 276,054Add: Rent x 6(2)(5)​ 2,778,186​ 2,686,158​ 2,438,388​ 2,239,668​ 2,072,280Adjusted debt​$ 11,977,901​$ 12,109,980​$ 10,394,555​$ 8,672,065​$ 7,618,154​​​​​​​​​​​​​​​​Adjusted debt to EBITDAR​ 2.5​ 2.5​ 2.3​ 2.1​ 2.0​​39 Table of Contents Table of Contents Table of Contents Reconciliation of Non-GAAP Financial Measure: Adjusted After-tax ROICThe following table calculates the percentage of ROIC." - Reworded sentence: "The ROIC percentages are presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations": ​​​​​​​​​​​​​​​​​​Fiscal Year Ended August​(in thousands, except percentage)2025 2024(1) 2023 2022 2021 ​​​​​​​​​​​​​​​​Net income$ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314​Adjustments: ​​ ​​ ​​ ​​ ​Interest expense, net 475,824​ 451,578​ 306,372​ 191,638​ 195,337​Rent expense(2) 463,031​ 447,693​ 406,398​ 373,278​ 345,380​Tax effect(3) (190,588)​ (181,653)​ (143,980)​ (119,197)​ (114,091)​Adjusted after-tax return$ 3,246,514​$ 3,380,045​$ 3,097,216​$ 2,875,323​$ 2,596,940​​​​​​​​​​​​​​​​​Average debt(4)$ 8,948,381​$ 8,580,659​$ 6,900,354​$ 5,712,301​$ 5,416,471​Average stockholders' deficit(4) (4,253,805)​ (4,797,747)​ (4,042,495)​ (2,797,181)​ (1,397,892)​Add: Rent x 6(2)(5) 2,778,186​ 2,686,158​ 2,438,388​ 2,239,668​ 2,072,280​Average finance lease liabilities(4) 396,323​ 329,225​ 296,599​ 284,453​ 237,267​Invested capital$ 7,869,085​$ 6,798,295​$ 5,592,846​$ 5,439,241​$ 6,328,126​​​​​​​​​​​​​​​​​Adjusted after-tax ROIC 41.3% 49.7% 55.4% 52.9% 41.0%​Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDARThe following table calculates the ratio of adjusted debt to EBITDAR." - Reworded sentence: "The adjusted debt to EBITDAR ratios are presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations":​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August(in thousands, except ratio)​2025 2024(1) 2023 2022 2021​​​​​​​​​​​​​​​​Net income $ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314Add: Interest expense, net​ 475,824​ 451,578​ 306,372​ 191,638​ 195,337Income tax expense​​ 636,085​​ 674,703​​ 639,188​​ 649,487​​ 578,876EBIT​ 3,610,156​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527Add: Depreciation and amortization expense​ 613,199​ 549,755​ 497,577​ 442,223​ 407,683Rent expense(2)​ 463,031​ 447,693​ 406,398​ 373,278​ 345,380Share-based expense​ 124,717​ 106,246​ 93,087​ 70,612​ 56,112EBITDAR​$ 4,811,103​$ 4,892,402​$ 4,471,048​$ 4,156,842​$ 3,753,702​​​​​​​​​​​​​​​​Debt​$ 8,799,775​$ 9,024,381​$ 7,668,549​$ 6,122,092​$ 5,269,820Financing lease liabilities​ 399,940​ 399,441​ 287,618​ 310,305​ 276,054Add: Rent x 6(2)(5)​ 2,778,186​ 2,686,158​ 2,438,388​ 2,239,668​ 2,072,280Adjusted debt​$ 11,977,901​$ 12,109,980​$ 10,394,555​$ 8,672,065​$ 7,618,154​​​​​​​​​​​​​​​​Adjusted debt to EBITDAR​ 2.5​ 2.5​ 2.3​ 2.1​ 2.0​​ Reconciliation of Non-GAAP Financial Measure: Adjusted After-tax ROIC The following table calculates the percentage of ROIC." **Prior (2024):** (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) --- ## Modified: We may be adversely affected by legal, regulatory or market responses to global climate change. **Key changes:** - Reworded sentence: "​ Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations." - Reworded sentence: "It is possible that we may be unsuccessful in the achievement of our corporate responsibility goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive." - Removed sentence: "In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals." - Reworded sentence: "Certain challenges we face in the achievement of our corporate responsibility objectives are also captured within our corporate responsibility reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business." - Reworded sentence: "The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geopolitical factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers." **Prior (2024):** ​ Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business and our diverse stakeholders expect us to make progress in certain ESG priority issue areas. A 21 21 Table of Contentsfailure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support.​We have announced certain aspirations and goals related to ESG matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our ESG goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business. Such matters involve significant expense and divert management's attention and resources from other matters. The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geo-political factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geo-political conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic (such as the COVID-19 pandemic), constraints on the global supply chain and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geo-political conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations.​Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk Management and StrategyProgram ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program 22 Table of Contents Table of Contents Table of Contents failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support.​We have announced certain aspirations and goals related to ESG matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our ESG goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business. Such matters involve significant expense and divert management's attention and resources from other matters. The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geo-political factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geo-political conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic (such as the COVID-19 pandemic), constraints on the global supply chain and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geo-political conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations.​Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk Management and StrategyProgram ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support.​We have announced certain aspirations and goals related to ESG matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our ESG goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business. Such matters involve significant expense and divert management's attention and resources from other matters. The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geo-political factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geo-political conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic (such as the COVID-19 pandemic), constraints on the global supply chain and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geo-political conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations.​Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk Management and StrategyProgram ​We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats and have implemented various processes and safeguards to aid in such efforts. Our program encompasses people, processes, and technologies to safeguard our systems, data, and business from cybersecurity threats. Our program failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support. ​ We have announced certain aspirations and goals related to ESG matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our ESG goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this report. ​ **Current (2025):** ​ Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California and other states, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Growing concern over climate change has led policy makers in some jurisdictions to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas ("GHG") emissions. Such laws, if enacted, are likely to impact our business in a number of ways. For example, significant changes in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new or changing federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell. We may not be able to accurately predict, prepare for and effectively respond to new kinds of technological innovations with respect to electric vehicles and other technologies that minimize emissions. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to appropriately respond to such changes could materially adversely impact our business, financial condition, results of operations or cash flows. ​ 22 22 Table of ContentsWe may be unable to achieve the goals and aspirations set forth in our Corporate Responsibility report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to corporate responsibility matters.​Governmental and societal attention to corporate responsibility matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business, and our diverse stakeholders expect us to make progress in certain corporate responsibility priority issue areas. A failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support.​We have announced certain aspirations and goals related to corporate responsibility matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our corporate responsibility goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our corporate responsibility objectives are also captured within our corporate responsibility reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business. Such matters involve significant expense and divert management's attention and resources from other matters. The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geopolitical factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geopolitical conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic, constraints on the global supply chain, a sustained government shutdown and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geopolitical conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations.​Item 1B. Unresolved Staff CommentsNone.23 Table of Contents Table of Contents Table of Contents We may be unable to achieve the goals and aspirations set forth in our Corporate Responsibility report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to corporate responsibility matters.​Governmental and societal attention to corporate responsibility matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We strive to deliver shared value through our business, and our diverse stakeholders expect us to make progress in certain corporate responsibility priority issue areas. A failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or shareholder support.​We have announced certain aspirations and goals related to corporate responsibility matters, such as our intention to reduce certain GHG emissions over time. Achievement of these aspirations, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components. It is possible that we may be unsuccessful in the achievement of our corporate responsibility goals, on a timely basis or at all, or that the costs to achieve those goals become prohibitively expensive. Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals. A delay, failure or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder support, and subject us to legal claims and liabilities with respect to such matters. Certain challenges we face in the achievement of our corporate responsibility objectives are also captured within our corporate responsibility reporting, which is not incorporated by reference into and does not form any part of this report.​Our business, financial condition, results of operations and cash flows may be affected by litigation.​We are involved in lawsuits, regulatory investigations, governmental and other legal proceedings arising out of the ordinary course of business. Such matters involve significant expense and divert management's attention and resources from other matters. The damages sought against us in these proceedings may be material and may adversely affect our business, results of operations, financial condition and cash flows.​General Risks​Significant changes in macroeconomic and geopolitical factors could materially adversely affect our financial condition and results of operations.​Macroeconomic conditions impact both our customers and our suppliers. Moreover, the U.S. government continues to operate under historically large deficits and debt burden. Continued distress in global credit markets, business failures, civil unrest, inflation, rising interest rates, foreign exchange rate fluctuations, significant geopolitical conflicts, proposed or additional tariffs, continued volatility in energy prices, the impact of a public health crisis or pandemic, constraints on the global supply chain, a sustained government shutdown and other factors continue to affect the global economy. Moreover, rising energy prices could impact our merchandise distribution, commercial delivery, utility and product costs. It is unclear how such factors could impact our business in the short term. Over a longer period of time, these macroeconomic and geopolitical conditions could adversely affect our sales growth, margins and overhead. These could materially adversely affect our financial condition and operations.​Item 1B. Unresolved Staff CommentsNone. --- ## Modified: Note G - Accrued Expenses and Other **Key changes:** - Reworded sentence: "Accrued expenses and other consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Accrued compensation, related payroll taxes and benefits ​ $ 385,414 ​ $ 291,728 Property, sales and other taxes ​ 163,321 ​ 190,317 Finance lease liabilities Finance lease liabilities ​ 111,521 ​ 115,559 Medical and casualty insurance claims (current portion) ​ 95,231 ​ 107,877 Accrued interest ​ 82,654 ​ 88,590 Accrued gift cards ​ 60,451 ​ 58,529 Accrued sales and warranty returns ​ 45,112 ​ 46,794 Other ​ 207,832 ​ 161,352 ​ ​ $ 1,151,536 ​ $ 1,060,746 ​ ​ ​ ​ ​ ​ ​ ​ The Company retains a significant portion of the insurance risks associated with workers' compensation, general and product liability, property and vehicle insurance." - Reworded sentence: "The retained limits per claim type are $2.0 million for workers' compensation, $8.0 million for auto liability, $21.5 million for property and $4.0 million for general and product liability." **Prior (2024):** Accrued expenses and other consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, August 26, (in thousands) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Accrued compensation, related payroll taxes and benefits ​ $ 291,728 ​ $ 343,379 Property, sales and other taxes ​ 190,317 ​ 165,731 Finance lease liabilities Finance lease liabilities ​ 115,559 ​ 86,916 Medical and casualty insurance claims (current portion) ​ 107,877 ​ 127,624 Accrued interest ​ 88,590 ​ 54,493 Accrued gift cards ​ 58,529 ​ 59,254 Accrued sales and warranty returns ​ 46,794 ​ 43,355 Other ​ 161,352 ​ 120,089 ​ ​ $ 1,060,746 ​ $ 1,000,841 ​ ​ ​ ​ ​ ​ ​ ​ The Company retains a significant portion of the insurance risks associated with workers' compensation, general, product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $7.5 million for auto liability, $21.5 million for property and $2.0 million for general and product liability. **Current (2025):** Accrued expenses and other consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Accrued compensation, related payroll taxes and benefits ​ $ 385,414 ​ $ 291,728 Property, sales and other taxes ​ 163,321 ​ 190,317 Finance lease liabilities Finance lease liabilities ​ 111,521 ​ 115,559 Medical and casualty insurance claims (current portion) ​ 95,231 ​ 107,877 Accrued interest ​ 82,654 ​ 88,590 Accrued gift cards ​ 60,451 ​ 58,529 Accrued sales and warranty returns ​ 45,112 ​ 46,794 Other ​ 207,832 ​ 161,352 ​ ​ $ 1,151,536 ​ $ 1,060,746 ​ ​ ​ ​ ​ ​ ​ ​ The Company retains a significant portion of the insurance risks associated with workers' compensation, general and product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $8.0 million for auto liability, $21.5 million for property and $4.0 million for general and product liability. --- ## Modified: Fiscal Year Ended August **Key changes:** - Reworded sentence: "(in thousands, except ratio) ​ 2025 2024(1) 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 2,498,247 $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314 Add: Interest expense, net ​ 475,824 ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 Income tax expense ​ ​ 636,085 ​ ​ 674,703 ​ ​ 639,188 ​ ​ 649,487 ​ ​ 578,876 EBIT ​ 3,610,156 ​ 3,788,708 ​ 3,473,986 ​ 3,270,729 ​ 2,944,527 Add: Depreciation and amortization expense ​ 613,199 ​ 549,755 ​ 497,577 ​ 442,223 ​ 407,683 Rent expense(2) ​ 463,031 ​ 447,693 ​ 406,398 ​ 373,278 ​ 345,380 Share-based expense ​ 124,717 ​ 106,246 ​ 93,087 ​ 70,612 ​ 56,112 EBITDAR ​ $ 4,811,103 ​ $ 4,892,402 ​ $ 4,471,048 ​ $ 4,156,842 ​ $ 3,753,702 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt ​ $ 8,799,775 ​ $ 9,024,381 ​ $ 7,668,549 ​ $ 6,122,092 ​ $ 5,269,820 Financing lease liabilities ​ 399,940 ​ 399,441 ​ 287,618 ​ 310,305 ​ 276,054 Add: Rent x 6(2)(5) ​ 2,778,186 ​ 2,686,158 ​ 2,438,388 ​ 2,239,668 ​ 2,072,280 Adjusted debt ​ $ 11,977,901 ​ $ 12,109,980 ​ $ 10,394,555 ​ $ 8,672,065 ​ $ 7,618,154 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted debt to EBITDAR ​ 2.5 ​ 2.5 ​ 2.3 ​ 2.1 ​ 2.0 ​ ​ 39 39 Table of Contents(1)The fiscal year ended August 31, 2024, consisted of 53 weeks.(2)The table below outlines the calculation of rent expense and reconciles rent expense to total lease cost, per Financial Accounting Standards Codification ("ASC") 842, the most directly comparable GAAP financial measure, for the 52 weeks ended August 30, 2025, the 53 weeks ended August 31, 2024, and the 52 weeks ended August 26, 2023, August 27,2022, and August 28, 2021." **Prior (2024):** (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) --- ## Modified: For fiscal 2025, net sales increased to $18.9 billion, a 2.4% increase over the prior year. Domestic commercial sales increased 6.7%, which represents 31.7% of our total Domestic sales. Operating profit decreased 4.7% to $3.6 billion, net income decreased 6.2% to $2.5 billion and diluted earnings per share decreased 3.1% to $144.87 for the year. **Key changes:** - Added sentence: "Fiscal 2025 consisted of 52 weeks whereas fiscal 2024 consisted of 53 weeks." - Added sentence: "The inclusion of the 53rd week in fiscal 2024 resulted in an increase to net sales of $365.9 million and an increase in operating profit of $86.7 million." - Added sentence: "Additionally, fiscal 2025 comparisons were negatively impacted by foreign currency exchange rates which had an unfavorable impact to net sales of $273.1 million and operating profit of $88.2 million." - Added sentence: "Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of $104.0 million." - Added sentence: "During fiscal 2025, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales." **Prior (2024):** ​ The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road. Miles Driven We believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. Since the beginning of the fiscal year and through July 2024 miles driven in the U.S. increased 1.2% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation. Seven Year Old or Older Vehicles As the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road was 12.6 years and these vehicles account for approximately 38% of U.S. vehicles. According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating. 27 27 Table of ContentsResults of OperationsThe following table highlights selected financial information over the past five years:​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​​​​​​​​​​​​​​​​​Income Statement Data ​ ​ ​ ​ ​ Net sales​$ 18,490,268​$ 17,457,209​$ 16,252,230​$ 14,629,585​$ 12,631,967​Cost of sales, including warehouse and delivery expenses​ 8,673,216​ 8,386,787​ 7,779,580​ 6,911,800​ 5,861,214​Gross profit​ 9,817,052​ 9,070,422​ 8,472,650​ 7,717,785​ 6,770,753​Operating, selling, general and administrative expenses​ 6,028,344​ 5,596,436​ 5,201,921​ 4,773,258​ 4,353,074​Operating profit​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527​ 2,417,679​Interest expense, net​ 451,578​ 306,372​ 191,638​ 195,337​ 201,165​Income before income taxes​ 3,337,130​ 3,167,614​ 3,079,091​ 2,749,190​ 2,216,514​Income tax expense(3)​ 674,703​ 639,188​ 649,487​ 578,876​ 483,542​Net income(3)​$ 2,662,427​$ 2,528,426​$ 2,429,604​$ 2,170,314​$ 1,732,972​Diluted earnings per share(3)​$ 149.55​$ 132.36​$ 117.19​$ 95.19​$ 71.93​Weighted average shares for diluted earnings per share(3)​ 17,803​ 19,103​ 20,733​ 22,799​ 24,093​Same Store Sales​ ​ ​​ ​ ​ ​Increase in domestic comparable store net sales(4)​ 0.4% 3.4% 8.4% ​ 13.6% ​ 7.4% Increase (decrease) in international comparable store net sales(4)​​ 16.1% ​ 29.3% ​ 19.1% ​ 22.5%​ (2.8)% Increase in international comparable store net sales (constant currency)(4)​​ 10.2% ​ 17.5% ​ 19.2% ​ 20.7% ​ 4.7% Increase in total company comparable store net sales(4)​​ 2.1% ​ 5.6% ​ 9.2% ​ 14.3% ​ 6.6% Increase in total company comparable store net sales (constant currency)(4)​​ 1.4% ​ 4.6% ​ 9.2% ​ 14.1% ​ 7.2% Balance Sheet Data​ ​ ​ ​ ​ ​Current assets​$ 7,306,759​$ 6,779,426​$ 6,627,984​$ 6,415,303​$ 6,811,872​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097​​ 2,918,817​​ 2,718,712​​ 2,581,677​Working capital (deficit)(5)​ (1,407,484)​ (1,732,430)​ (1,960,409)​ (954,451)​ 528,781​Total assets​ 17,176,538​ 15,985,878​ 15,275,043​ 14,516,199​ 14,423,872​Current liabilities​ 8,714,243​ 8,511,856​ 8,588,393​ 7,369,754​ 6,283,091​Debt​ 9,024,381​ 7,668,549​ 6,122,092​ 5,269,820​ 5,513,371​Finance lease liabilities, less current portion​ 283,882​ 200,702​ 217,428​ 186,122​ 155,855​Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046​​ 2,837,973​​ 2,632,842​​ 2,501,560​Stockholders' deficit​ (4,749,614)​ (4,349,894)​ (3,538,913)​ (1,797,536)​ (877,977)​Selected Operating Data​ ​ ​ ​ ​ ​Number of stores at beginning of year​ 7,140​ 6,943​ 6,767​ 6,549​ 6,411​New stores​ 217​ 198​ 177​ 219​ 138​Closed stores​ 4​ 1​ 1​ 1​ - ​Net new stores​ 213​ 197​ 176​ 218​ 138​Relocated stores​ 6​ 12​ 13​ 12​ 5​Number of stores at end of year​ 7,353​ 7,140​ 6,943​ 6,767​ 6,549​AutoZone domestic commercial programs​ 5,898​ 5,682​ 5,342​ 5,179​ 5,007​Total Company Store Data​​​​​​​​​​​​​​​​Inventory per store (in thousands)​$ 837​$ 807​$ 812​$ 686​$ 683​Total AutoZone store square footage (in thousands)​ 49,417​ 47,899​ 46,435​ 45,057​ 43,502​Average square footage per AutoZone store​ 6,721​ 6,709​ 6,688​ 6,658​ 6,643​Increase in AutoZone store square footage​ 3.2% 3.2% 3.1% 3.6% 2.3% Average net sales per AutoZone store (in thousands)​$ 2,505​$ 2,435​$ 2,329​$ 2,160​$ 1,914​Net sales per AutoZone store average square foot​$ 373​$ 363​$ 349​$ 325​$ 288​Total employees at end of year (in thousands)​ 126​ 119​ 112​ 105​ 100​Inventory turnover(6)​ 1.5x​ 1.5x​ 1.5x​ 1.5x​ 1.3x​Accounts payable to inventory ratio​ 119.5% 124.9% 129.5% 129.6% 115.3% After-tax return on invested capital(7)​ 49.7% 55.4% 52.9% 41.0% 35.7% Adjusted debt to EBITDAR(8)​ 2.5​ 2.3​ 2.1​ 2.0​ 2.4​Net cash provided by operating activities (in thousands)(3)​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Cash flow before share repurchases and changes in debt (in thousands)(9)​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​Share repurchases (in thousands)(5)(10)​$ 3,170,320​$ 3,723,289​$ 4,359,991​$ 3,378,321​$ 930,903​Number of shares repurchased (in thousands)(5)​ 1,149​ 1,524​ 2,220​ 2,592​ 826​28 Table of Contents Table of Contents Table of Contents Results of OperationsThe following table highlights selected financial information over the past five years:​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​​​​​​​​​​​​​​​​​Income Statement Data ​ ​ ​ ​ ​ Net sales​$ 18,490,268​$ 17,457,209​$ 16,252,230​$ 14,629,585​$ 12,631,967​Cost of sales, including warehouse and delivery expenses​ 8,673,216​ 8,386,787​ 7,779,580​ 6,911,800​ 5,861,214​Gross profit​ 9,817,052​ 9,070,422​ 8,472,650​ 7,717,785​ 6,770,753​Operating, selling, general and administrative expenses​ 6,028,344​ 5,596,436​ 5,201,921​ 4,773,258​ 4,353,074​Operating profit​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527​ 2,417,679​Interest expense, net​ 451,578​ 306,372​ 191,638​ 195,337​ 201,165​Income before income taxes​ 3,337,130​ 3,167,614​ 3,079,091​ 2,749,190​ 2,216,514​Income tax expense(3)​ 674,703​ 639,188​ 649,487​ 578,876​ 483,542​Net income(3)​$ 2,662,427​$ 2,528,426​$ 2,429,604​$ 2,170,314​$ 1,732,972​Diluted earnings per share(3)​$ 149.55​$ 132.36​$ 117.19​$ 95.19​$ 71.93​Weighted average shares for diluted earnings per share(3)​ 17,803​ 19,103​ 20,733​ 22,799​ 24,093​Same Store Sales​ ​ ​​ ​ ​ ​Increase in domestic comparable store net sales(4)​ 0.4% 3.4% 8.4% ​ 13.6% ​ 7.4% Increase (decrease) in international comparable store net sales(4)​​ 16.1% ​ 29.3% ​ 19.1% ​ 22.5%​ (2.8)% Increase in international comparable store net sales (constant currency)(4)​​ 10.2% ​ 17.5% ​ 19.2% ​ 20.7% ​ 4.7% Increase in total company comparable store net sales(4)​​ 2.1% ​ 5.6% ​ 9.2% ​ 14.3% ​ 6.6% Increase in total company comparable store net sales (constant currency)(4)​​ 1.4% ​ 4.6% ​ 9.2% ​ 14.1% ​ 7.2% Balance Sheet Data​ ​ ​ ​ ​ ​Current assets​$ 7,306,759​$ 6,779,426​$ 6,627,984​$ 6,415,303​$ 6,811,872​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097​​ 2,918,817​​ 2,718,712​​ 2,581,677​Working capital (deficit)(5)​ (1,407,484)​ (1,732,430)​ (1,960,409)​ (954,451)​ 528,781​Total assets​ 17,176,538​ 15,985,878​ 15,275,043​ 14,516,199​ 14,423,872​Current liabilities​ 8,714,243​ 8,511,856​ 8,588,393​ 7,369,754​ 6,283,091​Debt​ 9,024,381​ 7,668,549​ 6,122,092​ 5,269,820​ 5,513,371​Finance lease liabilities, less current portion​ 283,882​ 200,702​ 217,428​ 186,122​ 155,855​Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046​​ 2,837,973​​ 2,632,842​​ 2,501,560​Stockholders' deficit​ (4,749,614)​ (4,349,894)​ (3,538,913)​ (1,797,536)​ (877,977)​Selected Operating Data​ ​ ​ ​ ​ ​Number of stores at beginning of year​ 7,140​ 6,943​ 6,767​ 6,549​ 6,411​New stores​ 217​ 198​ 177​ 219​ 138​Closed stores​ 4​ 1​ 1​ 1​ - ​Net new stores​ 213​ 197​ 176​ 218​ 138​Relocated stores​ 6​ 12​ 13​ 12​ 5​Number of stores at end of year​ 7,353​ 7,140​ 6,943​ 6,767​ 6,549​AutoZone domestic commercial programs​ 5,898​ 5,682​ 5,342​ 5,179​ 5,007​Total Company Store Data​​​​​​​​​​​​​​​​Inventory per store (in thousands)​$ 837​$ 807​$ 812​$ 686​$ 683​Total AutoZone store square footage (in thousands)​ 49,417​ 47,899​ 46,435​ 45,057​ 43,502​Average square footage per AutoZone store​ 6,721​ 6,709​ 6,688​ 6,658​ 6,643​Increase in AutoZone store square footage​ 3.2% 3.2% 3.1% 3.6% 2.3% Average net sales per AutoZone store (in thousands)​$ 2,505​$ 2,435​$ 2,329​$ 2,160​$ 1,914​Net sales per AutoZone store average square foot​$ 373​$ 363​$ 349​$ 325​$ 288​Total employees at end of year (in thousands)​ 126​ 119​ 112​ 105​ 100​Inventory turnover(6)​ 1.5x​ 1.5x​ 1.5x​ 1.5x​ 1.3x​Accounts payable to inventory ratio​ 119.5% 124.9% 129.5% 129.6% 115.3% After-tax return on invested capital(7)​ 49.7% 55.4% 52.9% 41.0% 35.7% Adjusted debt to EBITDAR(8)​ 2.5​ 2.3​ 2.1​ 2.0​ 2.4​Net cash provided by operating activities (in thousands)(3)​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Cash flow before share repurchases and changes in debt (in thousands)(9)​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​Share repurchases (in thousands)(5)(10)​$ 3,170,320​$ 3,723,289​$ 4,359,991​$ 3,378,321​$ 930,903​Number of shares repurchased (in thousands)(5)​ 1,149​ 1,524​ 2,220​ 2,592​ 826​ Results of OperationsThe following table highlights selected financial information over the past five years:​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August (in thousands, except per share data, same store sales and selected operating data) 2024(1) 2023 2022 2021(2) 2020(2) ​​​​​​​​​​​​​​​​​Income Statement Data ​ ​ ​ ​ ​ Net sales​$ 18,490,268​$ 17,457,209​$ 16,252,230​$ 14,629,585​$ 12,631,967​Cost of sales, including warehouse and delivery expenses​ 8,673,216​ 8,386,787​ 7,779,580​ 6,911,800​ 5,861,214​Gross profit​ 9,817,052​ 9,070,422​ 8,472,650​ 7,717,785​ 6,770,753​Operating, selling, general and administrative expenses​ 6,028,344​ 5,596,436​ 5,201,921​ 4,773,258​ 4,353,074​Operating profit​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527​ 2,417,679​Interest expense, net​ 451,578​ 306,372​ 191,638​ 195,337​ 201,165​Income before income taxes​ 3,337,130​ 3,167,614​ 3,079,091​ 2,749,190​ 2,216,514​Income tax expense(3)​ 674,703​ 639,188​ 649,487​ 578,876​ 483,542​Net income(3)​$ 2,662,427​$ 2,528,426​$ 2,429,604​$ 2,170,314​$ 1,732,972​Diluted earnings per share(3)​$ 149.55​$ 132.36​$ 117.19​$ 95.19​$ 71.93​Weighted average shares for diluted earnings per share(3)​ 17,803​ 19,103​ 20,733​ 22,799​ 24,093​Same Store Sales​ ​ ​​ ​ ​ ​Increase in domestic comparable store net sales(4)​ 0.4% 3.4% 8.4% ​ 13.6% ​ 7.4% Increase (decrease) in international comparable store net sales(4)​​ 16.1% ​ 29.3% ​ 19.1% ​ 22.5%​ (2.8)% Increase in international comparable store net sales (constant currency)(4)​​ 10.2% ​ 17.5% ​ 19.2% ​ 20.7% ​ 4.7% Increase in total company comparable store net sales(4)​​ 2.1% ​ 5.6% ​ 9.2% ​ 14.3% ​ 6.6% Increase in total company comparable store net sales (constant currency)(4)​​ 1.4% ​ 4.6% ​ 9.2% ​ 14.1% ​ 7.2% Balance Sheet Data​ ​ ​ ​ ​ ​Current assets​$ 7,306,759​$ 6,779,426​$ 6,627,984​$ 6,415,303​$ 6,811,872​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097​​ 2,918,817​​ 2,718,712​​ 2,581,677​Working capital (deficit)(5)​ (1,407,484)​ (1,732,430)​ (1,960,409)​ (954,451)​ 528,781​Total assets​ 17,176,538​ 15,985,878​ 15,275,043​ 14,516,199​ 14,423,872​Current liabilities​ 8,714,243​ 8,511,856​ 8,588,393​ 7,369,754​ 6,283,091​Debt​ 9,024,381​ 7,668,549​ 6,122,092​ 5,269,820​ 5,513,371​Finance lease liabilities, less current portion​ 283,882​ 200,702​ 217,428​ 186,122​ 155,855​Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046​​ 2,837,973​​ 2,632,842​​ 2,501,560​Stockholders' deficit​ (4,749,614)​ (4,349,894)​ (3,538,913)​ (1,797,536)​ (877,977)​Selected Operating Data​ ​ ​ ​ ​ ​Number of stores at beginning of year​ 7,140​ 6,943​ 6,767​ 6,549​ 6,411​New stores​ 217​ 198​ 177​ 219​ 138​Closed stores​ 4​ 1​ 1​ 1​ - ​Net new stores​ 213​ 197​ 176​ 218​ 138​Relocated stores​ 6​ 12​ 13​ 12​ 5​Number of stores at end of year​ 7,353​ 7,140​ 6,943​ 6,767​ 6,549​AutoZone domestic commercial programs​ 5,898​ 5,682​ 5,342​ 5,179​ 5,007​Total Company Store Data​​​​​​​​​​​​​​​​Inventory per store (in thousands)​$ 837​$ 807​$ 812​$ 686​$ 683​Total AutoZone store square footage (in thousands)​ 49,417​ 47,899​ 46,435​ 45,057​ 43,502​Average square footage per AutoZone store​ 6,721​ 6,709​ 6,688​ 6,658​ 6,643​Increase in AutoZone store square footage​ 3.2% 3.2% 3.1% 3.6% 2.3% Average net sales per AutoZone store (in thousands)​$ 2,505​$ 2,435​$ 2,329​$ 2,160​$ 1,914​Net sales per AutoZone store average square foot​$ 373​$ 363​$ 349​$ 325​$ 288​Total employees at end of year (in thousands)​ 126​ 119​ 112​ 105​ 100​Inventory turnover(6)​ 1.5x​ 1.5x​ 1.5x​ 1.5x​ 1.3x​Accounts payable to inventory ratio​ 119.5% 124.9% 129.5% 129.6% 115.3% After-tax return on invested capital(7)​ 49.7% 55.4% 52.9% 41.0% 35.7% Adjusted debt to EBITDAR(8)​ 2.5​ 2.3​ 2.1​ 2.0​ 2.4​Net cash provided by operating activities (in thousands)(3)​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​$ 2,720,108​Cash flow before share repurchases and changes in debt (in thousands)(9)​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​$ 2,185,418​Share repurchases (in thousands)(5)(10)​$ 3,170,320​$ 3,723,289​$ 4,359,991​$ 3,378,321​$ 930,903​Number of shares repurchased (in thousands)(5)​ 1,149​ 1,524​ 2,220​ 2,592​ 826​ **Current (2025):** Fiscal 2025 consisted of 52 weeks whereas fiscal 2024 consisted of 53 weeks. The inclusion of the 53rd week in fiscal 2024 resulted in an increase to net sales of $365.9 million and an increase in operating profit of $86.7 million. Additionally, fiscal 2025 comparisons were negatively impacted by foreign currency exchange rates which had an unfavorable impact to net sales of $273.1 million and operating profit of $88.2 million. Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of $104.0 million. During fiscal 2025, failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales. While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, we have seen a slight decrease in mix of sales of the accessories category and a slight increase in the maintenance and failure categories compared to the previous two years. Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, tariffs, trade policies and other geopolitical factors, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future. ​ The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven-year-old or older vehicles on the road. Miles Driven We believe as the number of miles driven increases, consumers' vehicles are more likely to need service and maintenance, resulting in an increase in the need for automotive hard parts and maintenance items. For the twelve-month period ended July 2025, miles driven in the U.S. increased 1.0% compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation. Seven Year Old or Older Vehicles As the number of seven-year-old or older vehicles on the road increases, we expect an increase in demand for the products we sell. We expect the aging vehicle population to continue to increase as consumers keep their cars longer. According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road increased slightly to 12.8 years and these vehicles account for approximately 43% of U.S. vehicles. 28 28 Table of ContentsAccording to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating.29 Table of Contents Table of Contents Table of Contents According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating. According to the U.S. Department of Transportation - Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year. In seven years, the average miles driven equates to approximately 77,000 miles. Our experience is that at this point in a vehicle's life, most vehicles are not covered by warranties and increased maintenance and repairs are needed to keep the vehicle operating. 29 29 Table of ContentsResults of OperationsThe following table highlights selected financial information over the past five years:​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) Income Statement Data ​ ​ ​ ​ ​ Net sales​$ 18,938,717​$ 18,490,268​$ 17,457,209​$ 16,252,230​$ 14,629,585​Cost of sales, including warehouse and delivery expenses​ 8,972,243​ 8,673,216​ 8,386,787​ 7,779,580​ 6,911,800​Gross profit​ 9,966,474​ 9,817,052​ 9,070,422​ 8,472,650​ 7,717,785​Operating, selling, general and administrative expenses​ 6,356,318​ 6,028,344​ 5,596,436​ 5,201,921​ 4,773,258​Operating profit​ 3,610,156​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527​Interest expense, net​ 475,824​ 451,578​ 306,372​ 191,638​ 195,337​Income before income taxes​ 3,134,332​ 3,337,130​ 3,167,614​ 3,079,091​ 2,749,190​Income tax expense(3)​ 636,085​ 674,703​ 639,188​ 649,487​ 578,876​Net income(3)​$ 2,498,247​$ 2,662,427​$ 2,528,426​$ 2,429,604​$ 2,170,314​Diluted earnings per share(3)​$ 144.87​$ 149.55​$ 132.36​$ 117.19​$ 95.19​Weighted average shares for diluted earnings per share(3)​ 17,245​ 17,803​ 19,103​ 20,733​ 22,799​Same Store Sales​ ​ ​​ ​ ​ ​Increase in domestic comparable store net sales(4)​ 3.2%​ 0.4%​ 3.4%​ 8.4%​​13.6%​(Decrease) increase in international comparable store net sales(4)​​(3.2%)​​16.1%​​29.3%​​19.1%​​22.5%​Increase in international comparable store net sales (constant currency)(4)​​9.3%​​10.2%​​17.5%​​19.2%​​20.7%​Increase in total company comparable store net sales(4)​​2.4%​​2.1%​​5.6%​​9.2%​​14.3%​Increase in total company comparable store net sales (constant currency)(4)​​3.9%​​1.4%​​4.6%​​9.2%​​14.1%​Balance Sheet Data​ ​ ​ ​ ​ ​Current assets​$ 8,341,379​$ 7,306,759​$ 6,779,426​$ 6,627,984​$ 6,415,303​Operating lease right-of-use assets​​ 3,194,666​​ 3,057,780​​ 2,998,097​​ 2,918,817​​ 2,718,712​Working capital deficit(5)​ (1,178,018)​ (1,407,484)​ (1,732,430)​ (1,960,409)​ (954,451)​Total assets​ 19,355,324​ 17,176,538​ 15,985,878​ 15,275,043​ 14,516,199​Current liabilities​ 9,519,397​ 8,714,243​ 8,511,856​ 8,588,393​ 7,369,754​Debt​ 8,799,775​ 9,024,381​ 7,668,549​ 6,122,092​ 5,269,820​Finance lease liabilities, less current portion​ 288,419​ 283,882​ 200,702​ 217,428​ 186,122​Operating lease liabilities, less current portion​​ 3,093,936​​ 2,960,174​​ 2,917,046​​ 2,837,973​​ 2,632,842​Stockholders' deficit​ (3,414,313)​ (4,749,614)​ (4,349,894)​ (3,538,913)​ (1,797,536)​Selected Operating Data​ ​ ​ ​ ​ ​Number of stores at beginning of year​ 7,353​ 7,140​ 6,943​ 6,767​ 6,549​New stores​ 305​ 217​ 198​ 177​ 219​Closed stores​ 1​ 4​ 1​ 1​ 1​Net new stores​ 304​ 213​ 197​ 176​ 218​Relocated stores​ 9​ 6​ 12​ 13​ 12​Number of stores at end of year​ 7,657​ 7,353​ 7,140​ 6,943​ 6,767​AutoZone domestic commercial programs​ 6,098​ 5,898​ 5,682​ 5,342​ 5,179​Total Company Store Data​​​​​​​​​​​​​​​​Inventory per store (in thousands)​$ 918​$ 837​$ 807​$ 812​$ 686​Total AutoZone store square footage (in thousands)​ 51,818​ 49,417​ 47,899​ 46,435​ 45,057​Average square footage per AutoZone store​ 6,767​ 6,721​ 6,709​ 6,688​ 6,658​Increase in AutoZone store square footage​ 4.9%​ 3.2%​ 3.2%​ 3.1%​ 3.6%​Average net sales per AutoZone store (in thousands)​$ 2,523​$ 2,505​$ 2,435​$ 2,329​$ 2,160​Net sales per AutoZone store average square foot​$ 374​$ 373​$ 363​$ 349​$ 325​Total employees at end of year (in thousands)​ 130​ 126​ 119​ 112​ 105​Inventory turnover(6)​ 1.4x​ 1.5x​ 1.5x​ 1.5x​ 1.5x​Accounts payable to inventory ratio​ 114.2%​ 119.5%​ 124.9%​ 129.5%​ 129.6%​After-tax return on invested capital(7)​ 41.3%​ 49.7%​ 55.4%​ 52.9%​ 41.0%​Adjusted debt to EBITDAR(8)​ 2.5​ 2.5​ 2.3​ 2.1​ 2.0​Net cash provided by operating activities (in thousands)(3)​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Cash flow before share repurchases and changes in debt (in thousands)(9)​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​Share repurchases (in thousands)(5)(10)​$ 1,531,659​$ 3,170,320​$ 3,723,289​$ 4,359,991​$ 3,378,321​Number of shares repurchased (in thousands)​ 447​ 1,149​ 1,524​ 2,220​ 2,592​30 Table of Contents Table of Contents Table of Contents Results of OperationsThe following table highlights selected financial information over the past five years:​​​​​​​​​​​​​​​​​​​Fiscal Year Ended August (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) Income Statement Data ​ ​ ​ ​ ​ Net sales​$ 18,938,717​$ 18,490,268​$ 17,457,209​$ 16,252,230​$ 14,629,585​Cost of sales, including warehouse and delivery expenses​ 8,972,243​ 8,673,216​ 8,386,787​ 7,779,580​ 6,911,800​Gross profit​ 9,966,474​ 9,817,052​ 9,070,422​ 8,472,650​ 7,717,785​Operating, selling, general and administrative expenses​ 6,356,318​ 6,028,344​ 5,596,436​ 5,201,921​ 4,773,258​Operating profit​ 3,610,156​ 3,788,708​ 3,473,986​ 3,270,729​ 2,944,527​Interest expense, net​ 475,824​ 451,578​ 306,372​ 191,638​ 195,337​Income before income taxes​ 3,134,332​ 3,337,130​ 3,167,614​ 3,079,091​ 2,749,190​Income tax expense(3)​ 636,085​ 674,703​ 639,188​ 649,487​ 578,876​Net income(3)​$ 2,498,247​$ 2,662,427​$ 2,528,426​$ 2,429,604​$ 2,170,314​Diluted earnings per share(3)​$ 144.87​$ 149.55​$ 132.36​$ 117.19​$ 95.19​Weighted average shares for diluted earnings per share(3)​ 17,245​ 17,803​ 19,103​ 20,733​ 22,799​Same Store Sales​ ​ ​​ ​ ​ ​Increase in domestic comparable store net sales(4)​ 3.2%​ 0.4%​ 3.4%​ 8.4%​​13.6%​(Decrease) increase in international comparable store net sales(4)​​(3.2%)​​16.1%​​29.3%​​19.1%​​22.5%​Increase in international comparable store net sales (constant currency)(4)​​9.3%​​10.2%​​17.5%​​19.2%​​20.7%​Increase in total company comparable store net sales(4)​​2.4%​​2.1%​​5.6%​​9.2%​​14.3%​Increase in total company comparable store net sales (constant currency)(4)​​3.9%​​1.4%​​4.6%​​9.2%​​14.1%​Balance Sheet Data​ ​ ​ ​ ​ ​Current assets​$ 8,341,379​$ 7,306,759​$ 6,779,426​$ 6,627,984​$ 6,415,303​Operating lease right-of-use assets​​ 3,194,666​​ 3,057,780​​ 2,998,097​​ 2,918,817​​ 2,718,712​Working capital deficit(5)​ (1,178,018)​ (1,407,484)​ (1,732,430)​ (1,960,409)​ (954,451)​Total assets​ 19,355,324​ 17,176,538​ 15,985,878​ 15,275,043​ 14,516,199​Current liabilities​ 9,519,397​ 8,714,243​ 8,511,856​ 8,588,393​ 7,369,754​Debt​ 8,799,775​ 9,024,381​ 7,668,549​ 6,122,092​ 5,269,820​Finance lease liabilities, less current portion​ 288,419​ 283,882​ 200,702​ 217,428​ 186,122​Operating lease liabilities, less current portion​​ 3,093,936​​ 2,960,174​​ 2,917,046​​ 2,837,973​​ 2,632,842​Stockholders' deficit​ (3,414,313)​ (4,749,614)​ (4,349,894)​ (3,538,913)​ (1,797,536)​Selected Operating Data​ ​ ​ ​ ​ ​Number of stores at beginning of year​ 7,353​ 7,140​ 6,943​ 6,767​ 6,549​New stores​ 305​ 217​ 198​ 177​ 219​Closed stores​ 1​ 4​ 1​ 1​ 1​Net new stores​ 304​ 213​ 197​ 176​ 218​Relocated stores​ 9​ 6​ 12​ 13​ 12​Number of stores at end of year​ 7,657​ 7,353​ 7,140​ 6,943​ 6,767​AutoZone domestic commercial programs​ 6,098​ 5,898​ 5,682​ 5,342​ 5,179​Total Company Store Data​​​​​​​​​​​​​​​​Inventory per store (in thousands)​$ 918​$ 837​$ 807​$ 812​$ 686​Total AutoZone store square footage (in thousands)​ 51,818​ 49,417​ 47,899​ 46,435​ 45,057​Average square footage per AutoZone store​ 6,767​ 6,721​ 6,709​ 6,688​ 6,658​Increase in AutoZone store square footage​ 4.9%​ 3.2%​ 3.2%​ 3.1%​ 3.6%​Average net sales per AutoZone store (in thousands)​$ 2,523​$ 2,505​$ 2,435​$ 2,329​$ 2,160​Net sales per AutoZone store average square foot​$ 374​$ 373​$ 363​$ 349​$ 325​Total employees at end of year (in thousands)​ 130​ 126​ 119​ 112​ 105​Inventory turnover(6)​ 1.4x​ 1.5x​ 1.5x​ 1.5x​ 1.5x​Accounts payable to inventory ratio​ 114.2%​ 119.5%​ 124.9%​ 129.5%​ 129.6%​After-tax return on invested capital(7)​ 41.3%​ 49.7%​ 55.4%​ 52.9%​ 41.0%​Adjusted debt to EBITDAR(8)​ 2.5​ 2.5​ 2.3​ 2.1​ 2.0​Net cash provided by operating activities (in thousands)(3)​$ 3,117,337​$ 3,004,116​$ 2,940,788​$ 3,211,135​$ 3,518,543​Cash flow before share repurchases and changes in debt (in thousands)(9)​$ 1,783,217​$ 1,791,635​$ 2,156,026​$ 2,599,636​$ 3,048,841​Share repurchases (in thousands)(5)(10)​$ 1,531,659​$ 3,170,320​$ 3,723,289​$ 4,359,991​$ 3,378,321​Number of shares repurchased (in thousands)​ 447​ 1,149​ 1,524​ 2,220​ 2,592​ --- ## Modified: Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs **Key changes:** - Reworded sentence: "May 11, 2025 to June 7, 2025 2,685 ​ $ 3,734.05 ​ 2,685 ​ $ 1,069,026,435 June 8, 2025 to July 5, 2025 42,792 ​ 3,663.97 ​ 42,792 ​ ​ 912,238,027 July 6, 2025 to August 2, 2025 38,340 ​ 3,784.60 ​ 38,340 ​ ​ 767,136,413 August 3, 2025 to August 30, 2025 33,111 ​ ​ 4,071.93 ​ 33,111 ​ ​ 632,310,629 Total 116,928 ​ $ 3,820.66 ​ 116,928 ​ $ 632,310,629 ​ The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions." - Reworded sentence: "Under the Employee Plan, 4,419, 5,000 and 5,183 shares were sold to employees in fiscal 2025, 2024 and 2023, respectively." - Reworded sentence: "Purchases by executives under the Executive Plan were 246, 540 and 689 shares in fiscal 2025, 2024 and 2023, respectively." **Prior (2024):** May 5, 2024 to June 1, 2024 65,636 ​ $ 2,891.87 ​ 65,636 ​ $ 1,184,718,249 June 2, 2024 to June 29, 2024 81,197 ​ 2,881.79 ​ 81,197 ​ ​ 2,450,725,318 June 30, 2024 to July 27, 2024 84,860 ​ 2,936.78 ​ 84,860 ​ ​ 2,201,510,545 July 28, 2024 to August 31, 2024 12,096 ​ ​ 3,103.60 ​ 12,096 ​ ​ 2,163,969,364 Total 243,789 ​ $ 2,914.65 ​ 243,789 ​ $ 2,163,969,364 ​ The Company also repurchased, at market value, an additional 4,886 shares in fiscal year 2022 from employees electing to sell their stock under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 5,000, 5,183 and 6,238 shares were sold to employees in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 117,341 shares of common stock were reserved for future issuance under the Employee Plan. Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 540, 689 and 709 shares in fiscal 2024, 2023 and 2022, respectively. At August 31, 2024, 232,426 shares of common stock were reserved for future issuance under the Executive Plan. 25 25 Table of ContentsStock Performance GraphThe graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 31, 2019, and ending August 31, 2024.Item 6. ReservedNot required.​26 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 31, 2019, and ending August 31, 2024.Item 6. ReservedNot required.​ Stock Performance GraphThe graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 31, 2019, and ending August 31, 2024.Item 6. ReservedNot required.​ **Current (2025):** May 11, 2025 to June 7, 2025 2,685 ​ $ 3,734.05 ​ 2,685 ​ $ 1,069,026,435 June 8, 2025 to July 5, 2025 42,792 ​ 3,663.97 ​ 42,792 ​ ​ 912,238,027 July 6, 2025 to August 2, 2025 38,340 ​ 3,784.60 ​ 38,340 ​ ​ 767,136,413 August 3, 2025 to August 30, 2025 33,111 ​ ​ 4,071.93 ​ 33,111 ​ ​ 632,310,629 Total 116,928 ​ $ 3,820.66 ​ 116,928 ​ $ 632,310,629 ​ The Company allows employees to purchase Company shares under the Company's Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the "Employee Plan"), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone's common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions. Maximum permitted annual purchases are $15,000 per employee or 10 percent of compensation, whichever is less. Under the Employee Plan, 4,419, 5,000 and 5,183 shares were sold to employees in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 112,922 shares of common stock were reserved for future issuance under the Employee Plan. Once executives have reached the maximum purchases under the Employee Plan, the Sixth Amended and Restated Executive Stock Purchase Plan (the "Executive Plan") permits all eligible executives to purchase AutoZone's common stock up to 25 percent of his or her annual salary and bonus. Purchases by executives under the Executive Plan were 246, 540 and 689 shares in fiscal 2025, 2024 and 2023, respectively. At August 30, 2025, 232,180 shares of common stock were reserved for future issuance under the Executive Plan. 26 26 Table of ContentsStock Performance GraphThe graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 29, 2020, and ending August 30, 2025.Item 6. ReservedNot required.​27 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe graph below presents changes in the value of AutoZone's stock as compared to Standard & Poor's 500 Composite Index ("S&P 500") and to Standard & Poor's Retail Index ("S&P Retail Index") for the five-year period beginning August 29, 2020, and ending August 30, 2025.Item 6. ReservedNot required.​ --- ## Modified: Recently Adopted Accounting Pronouncements **Key changes:** - Reworded sentence: "The Company adopted this standard in the fourth quarter ended August 30, 2025." **Prior (2024):** In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company will adopt this standard with our fiscal 2025 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. **Current (2025):** In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company adopted this standard in the fourth quarter ended August 30, 2025. The adoption of this guidance resulted in incremental disclosures in the Company's financial statements, but did not have any impact on its consolidated financial statements. (Refer to "Note P - Segment Reporting" for additional information.) --- ## Modified: Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category: **Key changes:** - Reworded sentence: "Cost of Sales Operating, Selling, General and Administrative Expenses 57 57 Table of ContentsWarranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime." - Reworded sentence: "The Company uses the Black-Scholes-Merton multiple-option pricing model to calculate the fair value of stock options." - Reworded sentence: "(Refer to "Note N - Share-Based Plans" for further discussion.)Risk and Uncertainties: In fiscal 2025, one class of similar products accounted for approximately 14 percent of the Company's total revenues, and one individual vendor provided 13 percent of our total purchases." - Reworded sentence: "The Company adopted this standard in the fourth quarter ended August 30, 2025." - Reworded sentence: "The 58 Table of Contents Table of Contents Table of Contents Warranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime." **Prior (2024):** 55 55 Table of Contentsoptions excluded for the year ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively, because they would have been anti-dilutive.Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note O - Share-Based Payments" for further discussion.)Risk and Uncertainties: In fiscal 2024, one class of similar products accounted for approximately 15 percent of the Company's total revenues and one individual vendor provided 12 percent of our total purchases. No other class of similar products accounted for 10 percent or more of total revenues, and no other individual vendor provided more than 10 percent of total purchases.Recently Adopted Accounting PronouncementsIn 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 consolidated financial statements and related disclosures. Refer to "Note F - Supplier Financing Programs." Recently Issued Accounting Pronouncements In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company will adopt this standard with our fiscal 2025 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.Note B - Fair Value MeasurementsThe Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to 56 Table of Contents Table of Contents Table of Contents options excluded for the year ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively, because they would have been anti-dilutive.Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note O - Share-Based Payments" for further discussion.)Risk and Uncertainties: In fiscal 2024, one class of similar products accounted for approximately 15 percent of the Company's total revenues and one individual vendor provided 12 percent of our total purchases. No other class of similar products accounted for 10 percent or more of total revenues, and no other individual vendor provided more than 10 percent of total purchases.Recently Adopted Accounting PronouncementsIn 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 consolidated financial statements and related disclosures. Refer to "Note F - Supplier Financing Programs." Recently Issued Accounting Pronouncements In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company will adopt this standard with our fiscal 2025 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.Note B - Fair Value MeasurementsThe Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to options excluded for the year ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively, because they would have been anti-dilutive.Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note O - Share-Based Payments" for further discussion.)Risk and Uncertainties: In fiscal 2024, one class of similar products accounted for approximately 15 percent of the Company's total revenues and one individual vendor provided 12 percent of our total purchases. No other class of similar products accounted for 10 percent or more of total revenues, and no other individual vendor provided more than 10 percent of total purchases.Recently Adopted Accounting PronouncementsIn 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 consolidated financial statements and related disclosures. Refer to "Note F - Supplier Financing Programs." Recently Issued Accounting Pronouncements In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company will adopt this standard with our fiscal 2025 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.Note B - Fair Value MeasurementsThe Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to options excluded for the year ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively, because they would have been anti-dilutive. Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note O - Share-Based Payments" for further discussion.) **Current (2025):** Cost of Sales Operating, Selling, General and Administrative Expenses 57 57 Table of ContentsWarranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold.Pre-opening Expenses: Pre-opening expenses, which consist primarily of payroll and occupancy costs, are expensed as incurred.Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 115,475, 118,771 and 140,071 stock options excluded for the year ended August 30, 2025, August 31, 2024 and August 26, 2023, respectively, because they would have been anti-dilutive.Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes-Merton multiple-option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note N - Share-Based Plans" for further discussion.)Risk and Uncertainties: In fiscal 2025, one class of similar products accounted for approximately 14 percent of the Company's total revenues, and one individual vendor provided 13 percent of our total purchases. No other class of similar products accounted for 10 percent or more of total revenues, and no other individual vendor provided more than 10 percent of total purchases.Recently Adopted Accounting Pronouncements In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company adopted this standard in the fourth quarter ended August 30, 2025. The adoption of this guidance resulted in incremental disclosures in the Company's financial statements, but did not have any impact on its consolidated financial statements. (Refer to "Note P - Segment Reporting" for additional information.)Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The 58 Table of Contents Table of Contents Table of Contents Warranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold.Pre-opening Expenses: Pre-opening expenses, which consist primarily of payroll and occupancy costs, are expensed as incurred.Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 115,475, 118,771 and 140,071 stock options excluded for the year ended August 30, 2025, August 31, 2024 and August 26, 2023, respectively, because they would have been anti-dilutive.Share-Based Payments: Share-based payments include stock option grants, restricted stock, restricted stock units, stock appreciation rights and other transactions under the Company's equity incentive plans. The Company recognizes compensation expense for its share-based payments over the requisite service period based on the fair value of the awards. The Company uses the Black-Scholes-Merton multiple-option pricing model to calculate the fair value of stock options. The value of restricted stock is based on the stock price of the award on the grant date. (Refer to "Note N - Share-Based Plans" for further discussion.)Risk and Uncertainties: In fiscal 2025, one class of similar products accounted for approximately 14 percent of the Company's total revenues, and one individual vendor provided 13 percent of our total purchases. No other class of similar products accounted for 10 percent or more of total revenues, and no other individual vendor provided more than 10 percent of total purchases.Recently Adopted Accounting Pronouncements In November 2023, the FASB issued 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. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company adopted this standard in the fourth quarter ended August 30, 2025. The adoption of this guidance resulted in incremental disclosures in the Company's financial statements, but did not have any impact on its consolidated financial statements. (Refer to "Note P - Segment Reporting" for additional information.)Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with our fiscal 2026 annual filing. The Warranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold. --- ## Modified: Income Statement Data **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ Net sales ​ $ 18,938,717 ​ $ 18,490,268 ​ $ 17,457,209 ​ $ 16,252,230 ​ $ 14,629,585 ​ Cost of sales, including warehouse and delivery expenses ​ 8,972,243 ​ 8,673,216 ​ 8,386,787 ​ 7,779,580 ​ 6,911,800 ​ Gross profit ​ 9,966,474 ​ 9,817,052 ​ 9,070,422 ​ 8,472,650 ​ 7,717,785 ​ Operating, selling, general and administrative expenses ​ 6,356,318 ​ 6,028,344 ​ 5,596,436 ​ 5,201,921 ​ 4,773,258 ​ Operating profit ​ 3,610,156 ​ 3,788,708 ​ 3,473,986 ​ 3,270,729 ​ 2,944,527 ​ Interest expense, net ​ 475,824 ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ Income before income taxes ​ 3,134,332 ​ 3,337,130 ​ 3,167,614 ​ 3,079,091 ​ 2,749,190 ​ Income tax expense(3) ​ 636,085 ​ 674,703 ​ 639,188 ​ 649,487 ​ 578,876 ​ Net income(3) ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 ​ $ 2,170,314 ​ Diluted earnings per share(3) ​ $ 144.87 ​ $ 149.55 ​ $ 132.36 ​ $ 117.19 ​ $ 95.19 ​ Weighted average shares for diluted earnings per share(3) ​ 17,245 ​ 17,803 ​ 19,103 ​ 20,733 ​ 22,799 ​" **Prior (2024):** ​ ​ ​ ​ ​ Net sales ​ $ 18,490,268 ​ $ 17,457,209 ​ $ 16,252,230 ​ $ 14,629,585 ​ $ 12,631,967 ​ Cost of sales, including warehouse and delivery expenses ​ 8,673,216 ​ 8,386,787 ​ 7,779,580 ​ 6,911,800 ​ 5,861,214 ​ Gross profit ​ 9,817,052 ​ 9,070,422 ​ 8,472,650 ​ 7,717,785 ​ 6,770,753 ​ Operating, selling, general and administrative expenses ​ 6,028,344 ​ 5,596,436 ​ 5,201,921 ​ 4,773,258 ​ 4,353,074 ​ Operating profit ​ 3,788,708 ​ 3,473,986 ​ 3,270,729 ​ 2,944,527 ​ 2,417,679 ​ Interest expense, net ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ 201,165 ​ Income before income taxes ​ 3,337,130 ​ 3,167,614 ​ 3,079,091 ​ 2,749,190 ​ 2,216,514 ​ Income tax expense(3) ​ 674,703 ​ 639,188 ​ 649,487 ​ 578,876 ​ 483,542 ​ Net income(3) ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 ​ $ 2,170,314 ​ $ 1,732,972 ​ Diluted earnings per share(3) ​ $ 149.55 ​ $ 132.36 ​ $ 117.19 ​ $ 95.19 ​ $ 71.93 ​ Weighted average shares for diluted earnings per share(3) ​ 17,803 ​ 19,103 ​ 20,733 ​ 22,799 ​ 24,093 ​ **Current (2025):** ​ ​ ​ ​ ​ Net sales ​ $ 18,938,717 ​ $ 18,490,268 ​ $ 17,457,209 ​ $ 16,252,230 ​ $ 14,629,585 ​ Cost of sales, including warehouse and delivery expenses ​ 8,972,243 ​ 8,673,216 ​ 8,386,787 ​ 7,779,580 ​ 6,911,800 ​ Gross profit ​ 9,966,474 ​ 9,817,052 ​ 9,070,422 ​ 8,472,650 ​ 7,717,785 ​ Operating, selling, general and administrative expenses ​ 6,356,318 ​ 6,028,344 ​ 5,596,436 ​ 5,201,921 ​ 4,773,258 ​ Operating profit ​ 3,610,156 ​ 3,788,708 ​ 3,473,986 ​ 3,270,729 ​ 2,944,527 ​ Interest expense, net ​ 475,824 ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ Income before income taxes ​ 3,134,332 ​ 3,337,130 ​ 3,167,614 ​ 3,079,091 ​ 2,749,190 ​ Income tax expense(3) ​ 636,085 ​ 674,703 ​ 639,188 ​ 649,487 ​ 578,876 ​ Net income(3) ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 ​ $ 2,170,314 ​ Diluted earnings per share(3) ​ $ 144.87 ​ $ 149.55 ​ $ 132.36 ​ $ 117.19 ​ $ 95.19 ​ Weighted average shares for diluted earnings per share(3) ​ 17,245 ​ 17,803 ​ 19,103 ​ 20,733 ​ 22,799 ​ --- ## Modified: Quarterly Periods **Key changes:** - Reworded sentence: "Each of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 16 weeks in 2025, 17 weeks in 2024 and 16 weeks in 2023." - Reworded sentence: "The fourth quarter of fiscal year 2025 represented 33.0% of annual sales and 33.5% of net income; the fourth quarter of fiscal year 2024 represented 32 32 Table of Contents33.6% of annual sales and 33.9% of net income; and the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories." - Reworded sentence: "As of August 30, 2025, we held $271.8 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings." - Reworded sentence: "Net cash provided by operating activities was $3.1 billion in 2025, $3.0 billion in 2024 and $2.9 billion in 2023." - Reworded sentence: "We purchased marketable debt securities of $64.5 million, $38.8 million and $66.9 million in fiscal 2025, 2024 and 2023, respectively." **Prior (2024):** ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Domestic ​ 0.4 % ​ 3.4 % ​ 0.4 % ​ 3.4 % International 16.1 % 29.3 % 10.2 % 17.5 % Total Company 2.1 % 5.6 % 1.4 % 4.6 % ​ ​ At August 31, 2024, we operated 6,432 domestic stores, 794 in Mexico and 127 in Brazil, compared with 6,300 domestic stores, 740 in Mexico and 100 in Brazil at August 26, 2023. We reported a total auto parts segment (domestic, Mexico and Brazil) sales increase of 5.9% for fiscal 2024. ​ Gross profit for fiscal 2024 was $9.8 billion, or 53.1% of net sales, a 114 basis point increase compared with $9.1 billion, or 52.0% of net sales for fiscal 2023. The increase in gross margin was driven by higher merchandise margins and 47 basis points ($84.0 million net) from non-cash LIFO favorability. Operating, selling, general and administrative expenses for fiscal 2024 increased to $6.0 billion, or 32.6% of net sales, from $5.6 billion, or 32.1% of net sales for fiscal 2023. The increase in operating expenses as a percentage of sales was primarily driven by domestic store payroll. Interest expense, net for fiscal 2024 was $451.6 million compared with $306.4 million during fiscal 2023. Average borrowings for fiscal 2024 were $8.7 billion, compared with $7.0 billion for fiscal 2023. Weighted average borrowing rates were 4.39% and 3.78% for fiscal 2024 and 2023, respectively. Our effective income tax rate was 20.2% of pre-tax income for both fiscal 2024 and fiscal 2023. The benefit from stock options exercised in fiscal 2024 was $81.4 million compared to $92.2 million in fiscal 2023 (see "Note E - Income Taxes" in the Notes to Consolidated Financial Statements). Net income for fiscal 2024 increased by 5.3% to $2.7 billion, and diluted earnings per share increased 13.0% to $149.55 from $132.36 in fiscal 2023. The impact on the fiscal 2024 diluted earnings per share from stock repurchases was an increase of $0.96. Fiscal 2023 Compared with Fiscal 2022 A discussion of changes in our results of operations from fiscal 2023 to fiscal 2022 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023, filed with the SEC on October 24, 2023, which is available free of charge on the SECs website at www.sec.gov and at www.autozone.com, by clicking "Investor Relations" located at the bottom of the page. 30 30 Table of ContentsQuarterly PeriodsEach of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 17 weeks in 2024 and 16 weeks in 2023 and 2022. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2024 represented 33.6% of annual sales and 33.9% of net income; the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income; and the fourth quarter of fiscal year 2022 represented 32.9% of annual sales and 33.3% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves and available credit, supplemented with our long-term borrowings will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of August 31, 2024, we held $298.2 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. Net cash provided by operating activities was $3.0 billion in 2024, $2.9 billion in 2023 and $3.2 billion in 2022. Cash flows from operations are favorable compared to last year primarily due to higher net income partially due to the additional week of sales in the current year.Our net cash flows used in investing activities were $1.3 billion, $876.2 million and $648.1 million in fiscal 2024, 2023 and 2022, respectively. The increase in net cash used in investing activities in fiscal 2024 was primarily due to an increase in capital expenditures. We invested $1.1 billion, $796.7 million and $672.4 million in capital assets in fiscal 2024, 2023 and 2022, respectively. The increase in capital expenditures from fiscal 2023 to fiscal 2024 was primarily driven by our growth initiatives, including investments in new distribution centers and stores to be opened in subsequent periods as well as stores opened in the current year. We had net new store openings of 213, 197 and 176 for fiscal 2024, 2023 and 2022, respectively. We invest a portion of our assets held by our wholly owned insurance captive in marketable debt securities. We purchased marketable debt securities of $38.8 million, $66.9 million and $56.0 million in fiscal 2024, 2023 and 2022, respectively. We had proceeds from the sale of marketable debt securities of $40.8 million, $58.4 million and $53.9 million in fiscal 2024, 2023 and 2022, respectively. Our investment in tax credit equity investments was $227.5 million, $98.0 million and $31.5 million in fiscal 2024, 2023 and 2022, respectively.Net cash used in financing activities was $1.7 billion, $2.1 billion and $3.5 billion in fiscal 2024, 2023 and 2022, respectively. The net cash used in financing activities reflected purchases of treasury stock, which totaled $3.1 billion, $3.7 billion and $4.4 billion for fiscal 2024, 2023 and 2022, respectively. The treasury stock purchases in fiscal 2024, 2023 and 2022 were primarily funded by cash flows from operations and increased borrowings. During the year ended August 31, 2024, we repaid our $300 million 3.125% Senior Notes due April 2024 and issued $2.3 billion of new debt compared to $1.8 billion in 2023 and $750 million in 2022. In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes. In fiscal years 2023 and 2022 the proceeds from the issuance of debt were used for general corporate purposes.The Company had net repayments of commercial paper and short-term borrowing of $629.6 million during fiscal 2024, and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million and $603.4 million during fiscal 2023 and 2022, respectively. 31 Table of Contents Table of Contents Table of Contents Quarterly PeriodsEach of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 17 weeks in 2024 and 16 weeks in 2023 and 2022. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2024 represented 33.6% of annual sales and 33.9% of net income; the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income; and the fourth quarter of fiscal year 2022 represented 32.9% of annual sales and 33.3% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves and available credit, supplemented with our long-term borrowings will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of August 31, 2024, we held $298.2 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. Net cash provided by operating activities was $3.0 billion in 2024, $2.9 billion in 2023 and $3.2 billion in 2022. Cash flows from operations are favorable compared to last year primarily due to higher net income partially due to the additional week of sales in the current year.Our net cash flows used in investing activities were $1.3 billion, $876.2 million and $648.1 million in fiscal 2024, 2023 and 2022, respectively. The increase in net cash used in investing activities in fiscal 2024 was primarily due to an increase in capital expenditures. We invested $1.1 billion, $796.7 million and $672.4 million in capital assets in fiscal 2024, 2023 and 2022, respectively. The increase in capital expenditures from fiscal 2023 to fiscal 2024 was primarily driven by our growth initiatives, including investments in new distribution centers and stores to be opened in subsequent periods as well as stores opened in the current year. We had net new store openings of 213, 197 and 176 for fiscal 2024, 2023 and 2022, respectively. We invest a portion of our assets held by our wholly owned insurance captive in marketable debt securities. We purchased marketable debt securities of $38.8 million, $66.9 million and $56.0 million in fiscal 2024, 2023 and 2022, respectively. We had proceeds from the sale of marketable debt securities of $40.8 million, $58.4 million and $53.9 million in fiscal 2024, 2023 and 2022, respectively. Our investment in tax credit equity investments was $227.5 million, $98.0 million and $31.5 million in fiscal 2024, 2023 and 2022, respectively.Net cash used in financing activities was $1.7 billion, $2.1 billion and $3.5 billion in fiscal 2024, 2023 and 2022, respectively. The net cash used in financing activities reflected purchases of treasury stock, which totaled $3.1 billion, $3.7 billion and $4.4 billion for fiscal 2024, 2023 and 2022, respectively. The treasury stock purchases in fiscal 2024, 2023 and 2022 were primarily funded by cash flows from operations and increased borrowings. During the year ended August 31, 2024, we repaid our $300 million 3.125% Senior Notes due April 2024 and issued $2.3 billion of new debt compared to $1.8 billion in 2023 and $750 million in 2022. In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes. In fiscal years 2023 and 2022 the proceeds from the issuance of debt were used for general corporate purposes.The Company had net repayments of commercial paper and short-term borrowing of $629.6 million during fiscal 2024, and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million and $603.4 million during fiscal 2023 and 2022, respectively. Quarterly PeriodsEach of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 17 weeks in 2024 and 16 weeks in 2023 and 2022. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2024 represented 33.6% of annual sales and 33.9% of net income; the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income; and the fourth quarter of fiscal year 2022 represented 32.9% of annual sales and 33.3% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves and available credit, supplemented with our long-term borrowings will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of August 31, 2024, we held $298.2 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. Net cash provided by operating activities was $3.0 billion in 2024, $2.9 billion in 2023 and $3.2 billion in 2022. Cash flows from operations are favorable compared to last year primarily due to higher net income partially due to the additional week of sales in the current year.Our net cash flows used in investing activities were $1.3 billion, $876.2 million and $648.1 million in fiscal 2024, 2023 and 2022, respectively. The increase in net cash used in investing activities in fiscal 2024 was primarily due to an increase in capital expenditures. We invested $1.1 billion, $796.7 million and $672.4 million in capital assets in fiscal 2024, 2023 and 2022, respectively. The increase in capital expenditures from fiscal 2023 to fiscal 2024 was primarily driven by our growth initiatives, including investments in new distribution centers and stores to be opened in subsequent periods as well as stores opened in the current year. We had net new store openings of 213, 197 and 176 for fiscal 2024, 2023 and 2022, respectively. We invest a portion of our assets held by our wholly owned insurance captive in marketable debt securities. We purchased marketable debt securities of $38.8 million, $66.9 million and $56.0 million in fiscal 2024, 2023 and 2022, respectively. We had proceeds from the sale of marketable debt securities of $40.8 million, $58.4 million and $53.9 million in fiscal 2024, 2023 and 2022, respectively. Our investment in tax credit equity investments was $227.5 million, $98.0 million and $31.5 million in fiscal 2024, 2023 and 2022, respectively.Net cash used in financing activities was $1.7 billion, $2.1 billion and $3.5 billion in fiscal 2024, 2023 and 2022, respectively. The net cash used in financing activities reflected purchases of treasury stock, which totaled $3.1 billion, $3.7 billion and $4.4 billion for fiscal 2024, 2023 and 2022, respectively. The treasury stock purchases in fiscal 2024, 2023 and 2022 were primarily funded by cash flows from operations and increased borrowings. During the year ended August 31, 2024, we repaid our $300 million 3.125% Senior Notes due April 2024 and issued $2.3 billion of new debt compared to $1.8 billion in 2023 and $750 million in 2022. In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes. In fiscal years 2023 and 2022 the proceeds from the issuance of debt were used for general corporate purposes.The Company had net repayments of commercial paper and short-term borrowing of $629.6 million during fiscal 2024, and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million and $603.4 million during fiscal 2023 and 2022, respectively. **Current (2025):** Each of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consisted of 16 weeks in 2025, 17 weeks in 2024 and 16 weeks in 2023. Because the fourth quarter contains seasonally high sales volume and consists of 16 or 17 weeks, compared with 12 weeks for each of the first three quarters, our fourth quarter represents a disproportionate share of our annual net sales and net income. The fourth quarter of fiscal year 2025 represented 33.0% of annual sales and 33.5% of net income; the fourth quarter of fiscal year 2024 represented 32 32 Table of Contents33.6% of annual sales and 33.9% of net income; and the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves and available credit, supplemented with our long-term borrowings will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of August 30, 2025, we held $271.8 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. Net cash provided by operating activities was $3.1 billion in 2025, $3.0 billion in 2024 and $2.9 billion in 2023. Cash flows from operations increased slightly over last year primarily due to favorable changes in deferred income taxes.Our net cash flows used in investing activities were $1.4 billion, $1.3 billion and $876.2 million in fiscal 2025, 2024 and 2023, respectively. The increase in net cash used in investing activities in fiscal 2025 was primarily due to an increase in capital expenditures. We invested $1.3 billion, $1.1 billion and $796.7 million in capital assets in fiscal 2025, 2024 and 2023, respectively. The increase in capital expenditures from fiscal 2024 to fiscal 2025 was primarily driven by our growth initiatives, including investments in new stores and hub and mega hub store expansions. We had net new store openings of 304, 213 and 197 for fiscal 2025, 2024 and 2023, respectively. We invest a portion of our assets held by our wholly owned insurance captive in marketable debt securities. We purchased marketable debt securities of $64.5 million, $38.8 million and $66.9 million in fiscal 2025, 2024 and 2023, respectively. We had proceeds from the sale of marketable debt securities of $63.3 million, $40.8 million and $58.4 million in fiscal 2025, 2024 and 2023, respectively. Our net investment in tax credit equity investments was $111.8 million, $227.5 million and $98.0 million in fiscal 2025, 2024 and 2023, respectively.Net cash used in financing activities was $1.7 billion, $1.7 billion and $2.1 billion in fiscal 2025, 2024 and 2023, respectively. The net cash used in financing activities reflected purchases of treasury stock, which totaled $1.6 billion, $3.1 billion and $3.7 billion for fiscal 2025, 2024 and 2023, respectively. The treasury stock purchases in fiscal 2025, 2024 and 2023 were primarily funded by cash flows from operations and increased borrowings in fiscal 2024 and 2023. During the year ended August 30, 2025, we repaid our $400 million 3.250% Senior Notes and $500 million 3.625% Senior Notes due April 2025 and issued $500 million of new debt compared to $2.3 billion in 2024 and $1.8 billion in 2023. In fiscal years 2025 and 2023 the proceeds from the issuance of debt were used for general corporate purposes. In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes. The Company had net proceeds from commercial paper and short-term borrowings of $168.6 million during fiscal 2025, net repayments of commercial paper and short-term borrowings of $629.6 million during fiscal 2024 and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million during fiscal 2023. During fiscal 2026, we expect to moderately increase the investment in our business as compared to fiscal 2025. Our investments are expected to be directed primarily to our growth initiatives, including new stores and expanded hub and mega hub stores. The amount of investments in our new stores is impacted by different factors, including whether the building and land are purchased (requiring higher investment) or leased (generally lower investment) and whether such buildings are located in the U.S., Mexico or Brazil, or located in urban or rural areas.In addition to building and land costs, our new stores and distribution centers require working capital, predominantly for inventories. Historically, we have negotiated extended payment terms from suppliers, reducing the working capital required and resulting in a high accounts payable to inventory ratio. We plan to continue leveraging our 33 Table of Contents Table of Contents Table of Contents 33.6% of annual sales and 33.9% of net income; and the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income.Liquidity and Capital ResourcesThe primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves and available credit, supplemented with our long-term borrowings will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of August 30, 2025, we held $271.8 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. Net cash provided by operating activities was $3.1 billion in 2025, $3.0 billion in 2024 and $2.9 billion in 2023. Cash flows from operations increased slightly over last year primarily due to favorable changes in deferred income taxes.Our net cash flows used in investing activities were $1.4 billion, $1.3 billion and $876.2 million in fiscal 2025, 2024 and 2023, respectively. The increase in net cash used in investing activities in fiscal 2025 was primarily due to an increase in capital expenditures. We invested $1.3 billion, $1.1 billion and $796.7 million in capital assets in fiscal 2025, 2024 and 2023, respectively. The increase in capital expenditures from fiscal 2024 to fiscal 2025 was primarily driven by our growth initiatives, including investments in new stores and hub and mega hub store expansions. We had net new store openings of 304, 213 and 197 for fiscal 2025, 2024 and 2023, respectively. We invest a portion of our assets held by our wholly owned insurance captive in marketable debt securities. We purchased marketable debt securities of $64.5 million, $38.8 million and $66.9 million in fiscal 2025, 2024 and 2023, respectively. We had proceeds from the sale of marketable debt securities of $63.3 million, $40.8 million and $58.4 million in fiscal 2025, 2024 and 2023, respectively. Our net investment in tax credit equity investments was $111.8 million, $227.5 million and $98.0 million in fiscal 2025, 2024 and 2023, respectively.Net cash used in financing activities was $1.7 billion, $1.7 billion and $2.1 billion in fiscal 2025, 2024 and 2023, respectively. The net cash used in financing activities reflected purchases of treasury stock, which totaled $1.6 billion, $3.1 billion and $3.7 billion for fiscal 2025, 2024 and 2023, respectively. The treasury stock purchases in fiscal 2025, 2024 and 2023 were primarily funded by cash flows from operations and increased borrowings in fiscal 2024 and 2023. During the year ended August 30, 2025, we repaid our $400 million 3.250% Senior Notes and $500 million 3.625% Senior Notes due April 2025 and issued $500 million of new debt compared to $2.3 billion in 2024 and $1.8 billion in 2023. In fiscal years 2025 and 2023 the proceeds from the issuance of debt were used for general corporate purposes. In fiscal year 2024 the proceeds from the issuance of debt were used to repay a portion of our commercial paper borrowings and for general corporate purposes. The Company had net proceeds from commercial paper and short-term borrowings of $168.6 million during fiscal 2025, net repayments of commercial paper and short-term borrowings of $629.6 million during fiscal 2024 and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million during fiscal 2023. During fiscal 2026, we expect to moderately increase the investment in our business as compared to fiscal 2025. Our investments are expected to be directed primarily to our growth initiatives, including new stores and expanded hub and mega hub stores. The amount of investments in our new stores is impacted by different factors, including whether the building and land are purchased (requiring higher investment) or leased (generally lower investment) and whether such buildings are located in the U.S., Mexico or Brazil, or located in urban or rural areas.In addition to building and land costs, our new stores and distribution centers require working capital, predominantly for inventories. Historically, we have negotiated extended payment terms from suppliers, reducing the working capital required and resulting in a high accounts payable to inventory ratio. We plan to continue leveraging our 33.6% of annual sales and 33.9% of net income; and the fourth quarter of fiscal year 2023 represented 32.6% of annual sales and 34.2% of net income. --- ## Modified: Note B - Fair Value Measurements **Key changes:** - Reworded sentence: "In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value." **Prior (2024):** The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to 56 56 Table of Contentsmeasure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities.Marketable Debt Securities Measured at Fair Value on a Recurring BasisThe Company's marketable debt securities measured at fair value on a recurring basis were as follows:​​​​​​​​​​​​​​​August 31, 2024(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 26,697​$ 11,734​$ - ​$ 38,431Other long-term assets​ 27,031​​ 56,696​ - ​ 83,727​​$ 53,728​$ 68,430​$ - ​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 35,349​$ 4,290​$ - ​$ 39,639Other long-term assets​ 71,028​ 10,846​ - ​ 81,874​​$ 106,377​$ 15,136​$ - ​$ 121,513​At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades.A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."57 Table of Contents Table of Contents Table of Contents measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities.Marketable Debt Securities Measured at Fair Value on a Recurring BasisThe Company's marketable debt securities measured at fair value on a recurring basis were as follows:​​​​​​​​​​​​​​​August 31, 2024(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 26,697​$ 11,734​$ - ​$ 38,431Other long-term assets​ 27,031​​ 56,696​ - ​ 83,727​​$ 53,728​$ 68,430​$ - ​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 35,349​$ 4,290​$ - ​$ 39,639Other long-term assets​ 71,028​ 10,846​ - ​ 81,874​​$ 106,377​$ 15,136​$ - ​$ 121,513​At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades.A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities.Marketable Debt Securities Measured at Fair Value on a Recurring BasisThe Company's marketable debt securities measured at fair value on a recurring basis were as follows:​​​​​​​​​​​​​​​August 31, 2024(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 26,697​$ 11,734​$ - ​$ 38,431Other long-term assets​ 27,031​​ 56,696​ - ​ 83,727​​$ 53,728​$ 68,430​$ - ​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023(in thousands) Level 1 Level 2 Level 3 Fair Value​​​​​​​​​​​​​Other current assets​$ 35,349​$ 4,290​$ - ​$ 39,639Other long-term assets​ 71,028​ 10,846​ - ​ 81,874​​$ 106,377​$ 15,136​$ - ​$ 121,513​At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades.A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities. Marketable Debt Securities Measured at Fair Value on a Recurring Basis The Company's marketable debt securities measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 inputs - unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs - inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 3 inputs - unobservable inputs for the asset or liability, which are based on the Company's own assumptions as there is little, if any, observable activity in identical assets or liabilities. Marketable Debt Securities Measured at Fair Value on a Recurring Basis The Company's marketable debt securities measured at fair value on a recurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Balance Sheet Data **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ Current assets ​ $ 8,341,379 ​ $ 7,306,759 ​ $ 6,779,426 ​ $ 6,627,984 ​ $ 6,415,303 ​ Operating lease right-of-use assets ​ ​ 3,194,666 ​ ​ 3,057,780 ​ ​ 2,998,097 ​ ​ 2,918,817 ​ ​ 2,718,712 ​ Working capital deficit(5) ​ (1,178,018) ​ (1,407,484) ​ (1,732,430) ​ (1,960,409) ​ (954,451) ​ Total assets ​ 19,355,324 ​ 17,176,538 ​ 15,985,878 ​ 15,275,043 ​ 14,516,199 ​ Current liabilities ​ 9,519,397 ​ 8,714,243 ​ 8,511,856 ​ 8,588,393 ​ 7,369,754 ​ Debt ​ 8,799,775 ​ 9,024,381 ​ 7,668,549 ​ 6,122,092 ​ 5,269,820 ​ Finance lease liabilities, less current portion ​ 288,419 ​ 283,882 ​ 200,702 ​ 217,428 ​ 186,122 ​ Operating lease liabilities, less current portion ​ ​ 3,093,936 ​ ​ 2,960,174 ​ ​ 2,917,046 ​ ​ 2,837,973 ​ ​ 2,632,842 ​ Stockholders' deficit ​ (3,414,313) ​ (4,749,614) ​ (4,349,894) ​ (3,538,913) ​ (1,797,536) ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ Current assets ​ $ 7,306,759 ​ $ 6,779,426 ​ $ 6,627,984 ​ $ 6,415,303 ​ $ 6,811,872 ​ Operating lease right-of-use assets ​ ​ 3,057,780 ​ ​ 2,998,097 ​ ​ 2,918,817 ​ ​ 2,718,712 ​ ​ 2,581,677 ​ Working capital (deficit)(5) ​ (1,407,484) ​ (1,732,430) ​ (1,960,409) ​ (954,451) ​ 528,781 ​ Total assets ​ 17,176,538 ​ 15,985,878 ​ 15,275,043 ​ 14,516,199 ​ 14,423,872 ​ Current liabilities ​ 8,714,243 ​ 8,511,856 ​ 8,588,393 ​ 7,369,754 ​ 6,283,091 ​ Debt ​ 9,024,381 ​ 7,668,549 ​ 6,122,092 ​ 5,269,820 ​ 5,513,371 ​ Finance lease liabilities, less current portion ​ 283,882 ​ 200,702 ​ 217,428 ​ 186,122 ​ 155,855 ​ Operating lease liabilities, less current portion ​ ​ 2,960,174 ​ ​ 2,917,046 ​ ​ 2,837,973 ​ ​ 2,632,842 ​ ​ 2,501,560 ​ Stockholders' deficit ​ (4,749,614) ​ (4,349,894) ​ (3,538,913) ​ (1,797,536) ​ (877,977) ​ **Current (2025):** ​ ​ ​ ​ ​ ​ Current assets ​ $ 8,341,379 ​ $ 7,306,759 ​ $ 6,779,426 ​ $ 6,627,984 ​ $ 6,415,303 ​ Operating lease right-of-use assets ​ ​ 3,194,666 ​ ​ 3,057,780 ​ ​ 2,998,097 ​ ​ 2,918,817 ​ ​ 2,718,712 ​ Working capital deficit(5) ​ (1,178,018) ​ (1,407,484) ​ (1,732,430) ​ (1,960,409) ​ (954,451) ​ Total assets ​ 19,355,324 ​ 17,176,538 ​ 15,985,878 ​ 15,275,043 ​ 14,516,199 ​ Current liabilities ​ 9,519,397 ​ 8,714,243 ​ 8,511,856 ​ 8,588,393 ​ 7,369,754 ​ Debt ​ 8,799,775 ​ 9,024,381 ​ 7,668,549 ​ 6,122,092 ​ 5,269,820 ​ Finance lease liabilities, less current portion ​ 288,419 ​ 283,882 ​ 200,702 ​ 217,428 ​ 186,122 ​ Operating lease liabilities, less current portion ​ ​ 3,093,936 ​ ​ 2,960,174 ​ ​ 2,917,046 ​ ​ 2,837,973 ​ ​ 2,632,842 ​ Stockholders' deficit ​ (3,414,313) ​ (4,749,614) ​ (4,349,894) ​ (3,538,913) ​ (1,797,536) ​ --- ## Modified: Sales and Use Taxes: Governmental authorities assess sales and use taxes on the sale of goods and services. The Company excludes taxes collected from customers in its reported sales results; such amounts are included within the Accrued expenses and other caption until remitted to the taxing authorities. **Key changes:** - Reworded sentence: "Dividends: The Company currently does not pay a dividend on its common stock." - Reworded sentence: "Advertising expense, net of vendor promotional funds, was $109.5 million in fiscal 2025, $102.7 million in fiscal 2024 and $99.5 million in fiscal 2023." - Reworded sentence: "Advertising expense, net of vendor promotional funds, was $109.5 million in fiscal 2025, $102.7 million in fiscal 2024 and $99.5 million in fiscal 2023." **Prior (2024):** 54 54 Table of Contentsbased on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold.For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred.The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $102.7 million in fiscal 2024, $99.5 million in fiscal 2023 and $97.1 million in fiscal 2022. Vendor promotional funds, which reduced advertising expense, amounted to $67.8 million in fiscal 2024, $62.4 million in fiscal 2023 and $52.1 million in fiscal 2022.Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category:Cost of Sales●Total cost of merchandise sold, including:oFreight expenses associated with moving merchandise inventories from the Company's vendors to the distribution centers;oVendor allowances that are not reimbursements for specific, incremental and identifiable costs●Costs associated with operating the Company's supply chain, including payroll and benefits, warehouse occupancy, transportation and depreciation; and●Inventory shrinkageOperating, Selling, General and Administrative Expenses●Payroll and benefits for store, field leadership and store support employees;●Occupancy of store and store support facilities;●Depreciation and amortization related to store and store support assets;●Transportation associated with field leadership, commercial sales force and deliveries from stores;●Advertising;●Self-insurance; ●Technology; and●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodgingWarranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold.Pre-opening Expenses: Pre-opening expenses, which consist primarily of payroll and occupancy costs, are expensed as incurred.Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 118,771, 140,071 and 142,887 stock 55 Table of Contents Table of Contents Table of Contents based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold.For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred.The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $102.7 million in fiscal 2024, $99.5 million in fiscal 2023 and $97.1 million in fiscal 2022. Vendor promotional funds, which reduced advertising expense, amounted to $67.8 million in fiscal 2024, $62.4 million in fiscal 2023 and $52.1 million in fiscal 2022.Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category:Cost of Sales●Total cost of merchandise sold, including:oFreight expenses associated with moving merchandise inventories from the Company's vendors to the distribution centers;oVendor allowances that are not reimbursements for specific, incremental and identifiable costs●Costs associated with operating the Company's supply chain, including payroll and benefits, warehouse occupancy, transportation and depreciation; and●Inventory shrinkageOperating, Selling, General and Administrative Expenses●Payroll and benefits for store, field leadership and store support employees;●Occupancy of store and store support facilities;●Depreciation and amortization related to store and store support assets;●Transportation associated with field leadership, commercial sales force and deliveries from stores;●Advertising;●Self-insurance; ●Technology; and●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodgingWarranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold.Pre-opening Expenses: Pre-opening expenses, which consist primarily of payroll and occupancy costs, are expensed as incurred.Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 118,771, 140,071 and 142,887 stock based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold.For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred.The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $102.7 million in fiscal 2024, $99.5 million in fiscal 2023 and $97.1 million in fiscal 2022. Vendor promotional funds, which reduced advertising expense, amounted to $67.8 million in fiscal 2024, $62.4 million in fiscal 2023 and $52.1 million in fiscal 2022.Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category:Cost of Sales●Total cost of merchandise sold, including:oFreight expenses associated with moving merchandise inventories from the Company's vendors to the distribution centers;oVendor allowances that are not reimbursements for specific, incremental and identifiable costs●Costs associated with operating the Company's supply chain, including payroll and benefits, warehouse occupancy, transportation and depreciation; and●Inventory shrinkageOperating, Selling, General and Administrative Expenses●Payroll and benefits for store, field leadership and store support employees;●Occupancy of store and store support facilities;●Depreciation and amortization related to store and store support assets;●Transportation associated with field leadership, commercial sales force and deliveries from stores;●Advertising;●Self-insurance; ●Technology; and●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodgingWarranty Costs: The Company or the vendors supplying its products provides the Company's customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company's vendors are primarily responsible for warranty claims. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product's historical return rate. These obligations, which are often funded by vendor allowances, are recorded within the Accrued expenses and other caption in the Consolidated Balance Sheets. For vendor allowances in excess of the related estimated warranty expense for the vendor's products, the excess is recorded in inventory and recognized as a reduction to cost of sales as the related inventory is sold.Pre-opening Expenses: Pre-opening expenses, which consist primarily of payroll and occupancy costs, are expensed as incurred.Earnings per Share: Basic earnings per share is based on the weighted average outstanding common shares. Diluted earnings per share is based on the weighted average outstanding common shares adjusted for the effect of common stock equivalents, which are primarily stock options. There were 118,771, 140,071 and 142,887 stock based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise. Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold. For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred. The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $102.7 million in fiscal 2024, $99.5 million in fiscal 2023 and $97.1 million in fiscal 2022. Vendor promotional funds, which reduced advertising expense, amounted to $67.8 million in fiscal 2024, $62.4 million in fiscal 2023 and $52.1 million in fiscal 2022. **Current (2025):** Dividends: The Company currently does not pay a dividend on its common stock. The ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, any future payment of dividends would be dependent upon the Company's financial condition, capital requirements, earnings and cash flow. Revenue Recognition: The Company's primary source of revenue is derived from the sale of automotive aftermarket parts and merchandise to its retail and commercial customers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, in an amount representing the consideration the Company expects to receive in exchange for selling products to its customers. Shipping and handling activities are considered activities to fulfill the order, and therefore are not evaluated as a separate performance obligation. Sales are recorded net of variable consideration in the period incurred, including discounts, sales incentives and rebates, sales taxes and estimated sales returns. Sales returns are based on historical return rates. The Company may enter into contracts that include multiple combinations of products and services, which are accounted for as separate performance obligations and do not require significant judgment. The Company's performance obligations are typically satisfied when the customer takes possession of the merchandise. Revenue from retail customers is recognized when the customer leaves our store with the purchased products, typically at the point of sale or for E-commerce orders when the product is shipped. Revenue from commercial customers is recognized upon delivery, typically same-day. Payment from retail customers is at the point of sale and payment terms for commercial customers are based on the Company's pre-established credit requirements and generally range from 1 to 30 days. Discounts, sales incentives and rebates are treated as separate performance obligations, and revenue allocated to these performance obligations is recognized as the obligations to the customer are satisfied. Additionally, the Company estimates and records gift card breakage as redemptions occur. The Company offers diagnostic, repair, collision and shop management information software used in the automotive repair industry through ALLDATA. This revenue is recognized as services are provided. Revenue from these services is recognized over the life of the contract. A portion of the Company's transactions include the sale of auto parts that contain a core component. The core component represents the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount in the event the customer returns a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned or expected to be returned from the customer. 56 56 Table of ContentsThere were no material contract assets, liabilities or deferred costs recorded on the Consolidated Balance Sheet as of August 30, 2025, and August 31, 2024. Revenue related to unfulfilled performance obligations as of August 30, 2025, and August 31, 2024 is not significant. (Refer to "Note P - Segment Reporting" for additional information related to revenue recognized during the period.)Vendor Allowances and Advertising Costs: The Company receives various payments and allowances from its vendors through a variety of programs and arrangements. Monies received from vendors include rebates, allowances and promotional funds. The amounts to be received are subject to the terms of the vendor agreements, which generally do not state an expiration date, but are subject to ongoing negotiations that may be impacted in the future based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold.For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred.The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $109.5 million in fiscal 2025, $102.7 million in fiscal 2024 and $99.5 million in fiscal 2023. Vendor promotional funds, which reduced advertising expense, amounted to $65.7 million in fiscal 2025, $67.8 million in fiscal 2024 and $62.4 million in fiscal 2023.Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category:Cost of Sales●Total cost of merchandise sold, including:oFreight expenses associated with moving merchandise inventories from the Company's vendors to the distribution centers;oVendor allowances that are not reimbursements for specific, incremental and identifiable costs●Costs associated with operating the Company's supply chain, including payroll and benefits, warehouse and delivery expenses, transportation, depreciation and amortization; and●Inventory shrinkageOperating, Selling, General and Administrative Expenses●Payroll and benefits for store, field leadership and store support employees;●Occupancy of store and store support facilities;●Depreciation and amortization related to store and store support assets;●Transportation associated with field leadership, commercial sales force and deliveries from stores;●Advertising;●Self-insurance; ●Technology; and●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodging57 Table of Contents Table of Contents Table of Contents There were no material contract assets, liabilities or deferred costs recorded on the Consolidated Balance Sheet as of August 30, 2025, and August 31, 2024. Revenue related to unfulfilled performance obligations as of August 30, 2025, and August 31, 2024 is not significant. (Refer to "Note P - Segment Reporting" for additional information related to revenue recognized during the period.)Vendor Allowances and Advertising Costs: The Company receives various payments and allowances from its vendors through a variety of programs and arrangements. Monies received from vendors include rebates, allowances and promotional funds. The amounts to be received are subject to the terms of the vendor agreements, which generally do not state an expiration date, but are subject to ongoing negotiations that may be impacted in the future based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.Rebates and other miscellaneous incentives are earned based on purchases or product sales and are accrued ratably over the purchase or sale of the related product. These monies are generally recorded as a reduction of merchandise inventories and are recognized as a reduction to cost of sales as the related inventories are sold.For arrangements that provide for reimbursement of specific, incremental, identifiable costs incurred by the Company in selling the vendors' products, the vendor funds are recorded as a reduction to Operating, selling, general and administrative expenses in the period in which the specific costs were incurred.The Company expenses advertising costs as incurred. Advertising expense, net of vendor promotional funds, was $109.5 million in fiscal 2025, $102.7 million in fiscal 2024 and $99.5 million in fiscal 2023. Vendor promotional funds, which reduced advertising expense, amounted to $65.7 million in fiscal 2025, $67.8 million in fiscal 2024 and $62.4 million in fiscal 2023.Cost of Sales and Operating, Selling, General and Administrative Expenses: The following illustrates the primary costs classified in each major expense category:Cost of Sales●Total cost of merchandise sold, including:oFreight expenses associated with moving merchandise inventories from the Company's vendors to the distribution centers;oVendor allowances that are not reimbursements for specific, incremental and identifiable costs●Costs associated with operating the Company's supply chain, including payroll and benefits, warehouse and delivery expenses, transportation, depreciation and amortization; and●Inventory shrinkageOperating, Selling, General and Administrative Expenses●Payroll and benefits for store, field leadership and store support employees;●Occupancy of store and store support facilities;●Depreciation and amortization related to store and store support assets;●Transportation associated with field leadership, commercial sales force and deliveries from stores;●Advertising;●Self-insurance; ●Technology; and●Other administrative costs, such as credit card transaction fees, legal costs, supplies and travel and lodging There were no material contract assets, liabilities or deferred costs recorded on the Consolidated Balance Sheet as of August 30, 2025, and August 31, 2024. Revenue related to unfulfilled performance obligations as of August 30, 2025, and August 31, 2024 is not significant. (Refer to "Note P - Segment Reporting" for additional information related to revenue recognized during the period.) --- ## Modified: AutoZone, Inc. Consolidated Statements of Income **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, ​ ​ 2025 ​ 2024 ​ 2023 (in thousands, except per share data) ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 18,938,717 $ 18,490,268 $ 17,457,209 Cost of sales, including warehouse and delivery expenses ​ ​ 8,972,243 ​ ​ 8,673,216 ​ ​ 8,386,787 Gross profit ​ ​ 9,966,474 ​ 9,817,052 ​ 9,070,422 Operating, selling, general and administrative expenses ​ ​ 6,356,318 ​ ​ 6,028,344 ​ ​ 5,596,436 Operating profit ​ ​ 3,610,156 ​ ​ 3,788,708 ​ ​ 3,473,986 Interest expense, net ​ ​ 475,824 ​ ​ 451,578 ​ ​ 306,372 Income before income taxes ​ ​ 3,134,332 ​ 3,337,130 ​ 3,167,614 Income tax expense ​ ​ 636,085 ​ ​ 674,703 ​ ​ 639,188 Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic earnings per share ​ 16,789 ​ 17,309 ​ 18,510 Effect of dilutive stock equivalents ​ ​ 456 ​ ​ 494 ​ ​ 593 Weighted average shares for diluted earnings per share ​ 17,245 ​ 17,803 ​ 19,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 148.80 ​ $ 153.82 ​ $ 136.60 Diluted earnings per share ​ $ 144.87 ​ $ 149.55 ​ $ 132.36 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 26, ​ August 27, ​ ​ 2024 ​ 2023 ​ 2022 (in thousands, except per share data) ​ (53 weeks) ​ (52 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 18,490,268 $ 17,457,209 $ 16,252,230 Cost of sales, including warehouse and delivery expenses ​ ​ 8,673,216 ​ ​ 8,386,787 ​ ​ 7,779,580 Gross profit ​ ​ 9,817,052 ​ 9,070,422 ​ 8,472,650 Operating, selling, general and administrative expenses ​ ​ 6,028,344 ​ ​ 5,596,436 ​ ​ 5,201,921 Operating profit ​ ​ 3,788,708 ​ ​ 3,473,986 ​ ​ 3,270,729 Interest expense, net ​ ​ 451,578 ​ ​ 306,372 ​ ​ 191,638 Income before income taxes ​ ​ 3,337,130 ​ 3,167,614 ​ 3,079,091 Income tax expense ​ ​ 674,703 ​ ​ 639,188 ​ ​ 649,487 Net income ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic earnings per share ​ 17,309 ​ 18,510 ​ 20,107 Effect of dilutive stock equivalents ​ ​ 494 ​ ​ 593 ​ ​ 626 Weighted average shares for diluted earnings per share ​ 17,803 ​ 19,103 ​ 20,733 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 153.82 ​ $ 136.60 ​ $ 120.83 Diluted earnings per share ​ $ 149.55 ​ $ 132.36 ​ $ 117.19 ​ See Notes to Consolidated Financial Statements. **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, ​ ​ 2025 ​ 2024 ​ 2023 (in thousands, except per share data) ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 18,938,717 $ 18,490,268 $ 17,457,209 Cost of sales, including warehouse and delivery expenses ​ ​ 8,972,243 ​ ​ 8,673,216 ​ ​ 8,386,787 Gross profit ​ ​ 9,966,474 ​ 9,817,052 ​ 9,070,422 Operating, selling, general and administrative expenses ​ ​ 6,356,318 ​ ​ 6,028,344 ​ ​ 5,596,436 Operating profit ​ ​ 3,610,156 ​ ​ 3,788,708 ​ ​ 3,473,986 Interest expense, net ​ ​ 475,824 ​ ​ 451,578 ​ ​ 306,372 Income before income taxes ​ ​ 3,134,332 ​ 3,337,130 ​ 3,167,614 Income tax expense ​ ​ 636,085 ​ ​ 674,703 ​ ​ 639,188 Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic earnings per share ​ 16,789 ​ 17,309 ​ 18,510 Effect of dilutive stock equivalents ​ ​ 456 ​ ​ 494 ​ ​ 593 Weighted average shares for diluted earnings per share ​ 17,245 ​ 17,803 ​ 19,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 148.80 ​ $ 153.82 ​ $ 136.60 Diluted earnings per share ​ $ 144.87 ​ $ 149.55 ​ $ 132.36 ​ See Notes to Consolidated Financial Statements. --- ## Modified: Liabilities and Stockholders' Deficit **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 8,025,590 ​ $ 7,355,701 Current portion of operating lease liabilities ​ ​ 283,564 ​ ​ 266,855 Accrued expenses and other ​ 1,151,536 ​ 1,060,746 Income taxes payable ​ 58,707 ​ 30,941 Total current liabilities ​ 9,519,397 ​ 8,714,243 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 8,799,775 ​ 9,024,381 Operating lease liabilities, less current portion ​ ​ 3,093,936 ​ ​ 2,960,174 Deferred income taxes ​ 520,510 ​ 447,067 Other long-term liabilities ​ 836,019 ​ 780,287 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ - - ​ ​ - - ​ ​ ​ ​ ​ ​ ​ Stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, authorized 1,000 shares; no shares issued ​ - - ​ - - Common stock, par value $.01 per share, authorized 200,000 shares; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024 ​ 169 ​ 175 Additional paid-in capital ​ 1,843,779 ​ 1,621,553 Retained deficit ​ (3,975,852) ​ (4,424,982) Accumulated other comprehensive loss ​ (285,010) ​ (361,618) Treasury stock, at cost ​ (997,399) ​ (1,584,742) Total stockholders' deficit ​ (3,414,313) ​ (4,749,614) Total liabilities and stockholders' deficit ​ $ 19,355,324 ​ $ 17,176,538 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 7,355,701 ​ $ 7,201,281 Current portion of operating lease liabilities ​ ​ 266,855 ​ ​ 257,256 Accrued expenses and other ​ 1,060,746 ​ 1,000,841 Income taxes payable ​ 30,941 ​ 52,478 Total current liabilities ​ 8,714,243 ​ 8,511,856 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 9,024,381 ​ 7,668,549 Operating lease liabilities, less current portion ​ ​ 2,960,174 ​ ​ 2,917,046 Deferred income taxes ​ 447,067 ​ 536,278 Other long-term liabilities ​ 780,287 ​ 702,043 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, authorized 1,000 shares; no shares issued ​ - - ​ - - Common stock, par value $.01 per share, authorized 200,000 shares; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024; 18,936 shares issued and 17,857 shares outstanding as of August 26, 2023 ​ 175 ​ 189 Additional paid-in capital ​ 1,621,553 ​ 1,484,992 Retained deficit ​ (4,424,982) ​ (2,959,278) Accumulated other comprehensive loss ​ (361,618) ​ (190,836) Treasury stock, at cost ​ (1,584,742) ​ (2,684,961) Total stockholders' deficit ​ (4,749,614) ​ (4,349,894) Total liabilities and stockholders' deficit ​ $ 17,176,538 ​ $ 15,985,878 ​ See Notes to Consolidated Financial Statements. 47 47 Table of ContentsAutoZone, Inc. Consolidated Statements of Cash Flows​​​​​​​​​​​​Year Ended​​​August 31,​August 26,​August 27,​​​2024​2023​2022(in thousands)​​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Cash flows from operating activities:​​​​​ ​​ Net income​$2,662,427 ​$2,528,426​$ 2,429,604Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​ ​Depreciation and amortization of property and equipment​​549,755 ​​497,577 ​ 442,223 Other non-cash (income) charges​​(40,000)​​44,000 ​ 15,000Amortization of debt origination fees​​11,988 ​​9,264 ​ 11,276 Deferred income taxes​​(254,393)​​(25,707)​ 185,594 Share-based compensation expense​​106,246 ​​93,087 ​ 70,612 Changes in operating assets and liabilities:​​​​​​​ ​Accounts receivable​​(38,282)​​(6,674)​ (125,732)Merchandise inventories​​(453,101)​​(89,180)​ (1,005,686)Accounts payable and accrued expenses​​244,134 ​​(183,679)​ 1,224,692 Income taxes​​296,398 ​​92,832 ​ (10,517)Other, net​​(81,056)​​(19,158)​ (25,931)Net cash provided by operating activities​​ 3,004,116​​ 2,940,788​ 3,211,135​​​​​​​​​​Cash flows from investing activities:​​​​​​​ ​Capital expenditures​​(1,072,696)​​(796,657)​ (672,391)Purchase of marketable debt securities​​(38,757)​​(66,917)​ (56,040)Proceeds from sale of marketable debt securities​​40,849 ​​58,357 ​ 53,882Investment in tax credit equity investments​​(227,494)​​(98,003)​​ (31,537)Other, net​​11,592 ​​27,042 ​ 57,987Net cash used in investing activities​​ (1,286,506)​​ (876,178)​ (648,099)​​​​​​​​​​Cash flows from financing activities:​​​​​​​ ​Net (payments of)/proceeds from commercial paper​​ (629,600)​​ 606,200​ 603,400Proceeds from issuance of debt​​ 2,300,000​​ 1,750,000​ 750,000Repayment of debt​​ (300,000)​​ (800,000)​​ (500,000)Net proceeds from sale of common stock​​ 176,236​​ 182,494​ 113,934Purchase of treasury stock​​ (3,140,917)​​ (3,699,552)​ (4,359,991)Repayment of principal portion of finance lease liabilities​​ (85,258)​​ (81,055)​ (67,182)Other, net​​ (4,197)​​ (18,169)​ (10,658)Net cash used in financing activities​​ (1,683,736)​​ (2,060,082)​ (3,470,497)​​​​​​​​​​Effect of exchange rate changes on cash​​ (12,756)​​ 8,146​ 506​​​​​​​​​​Net increase (decrease) in cash and cash equivalents​​ 21,118​​ 12,674​ (906,955)Cash and cash equivalents at beginning of period​​ 277,054​​ 264,380​ 1,171,335Cash and cash equivalents at end of period​$ 298,172​$ 277,054​$ 264,380​​​​​​​​​​Supplemental cash flow information:​​​​​​​ Interest paid, net of interest cost capitalized​$ 353,819​$ 260,866​$ 178,561Income taxes paid​$ 437,552​$ 570,250​$ 461,232Leased assets obtained in exchange for new finance lease liabilities​$ 196,112​$ 58,316​$ 100,711Leased assets obtained in exchange for new operating lease liabilities​$ 415,212​$ 428,150​$ 527,966​See Notes to Consolidated Financial Statements.48 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Cash Flows​​​​​​​​​​​​Year Ended​​​August 31,​August 26,​August 27,​​​2024​2023​2022(in thousands)​​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Cash flows from operating activities:​​​​​ ​​ Net income​$2,662,427 ​$2,528,426​$ 2,429,604Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​ ​Depreciation and amortization of property and equipment​​549,755 ​​497,577 ​ 442,223 Other non-cash (income) charges​​(40,000)​​44,000 ​ 15,000Amortization of debt origination fees​​11,988 ​​9,264 ​ 11,276 Deferred income taxes​​(254,393)​​(25,707)​ 185,594 Share-based compensation expense​​106,246 ​​93,087 ​ 70,612 Changes in operating assets and liabilities:​​​​​​​ ​Accounts receivable​​(38,282)​​(6,674)​ (125,732)Merchandise inventories​​(453,101)​​(89,180)​ (1,005,686)Accounts payable and accrued expenses​​244,134 ​​(183,679)​ 1,224,692 Income taxes​​296,398 ​​92,832 ​ (10,517)Other, net​​(81,056)​​(19,158)​ (25,931)Net cash provided by operating activities​​ 3,004,116​​ 2,940,788​ 3,211,135​​​​​​​​​​Cash flows from investing activities:​​​​​​​ ​Capital expenditures​​(1,072,696)​​(796,657)​ (672,391)Purchase of marketable debt securities​​(38,757)​​(66,917)​ (56,040)Proceeds from sale of marketable debt securities​​40,849 ​​58,357 ​ 53,882Investment in tax credit equity investments​​(227,494)​​(98,003)​​ (31,537)Other, net​​11,592 ​​27,042 ​ 57,987Net cash used in investing activities​​ (1,286,506)​​ (876,178)​ (648,099)​​​​​​​​​​Cash flows from financing activities:​​​​​​​ ​Net (payments of)/proceeds from commercial paper​​ (629,600)​​ 606,200​ 603,400Proceeds from issuance of debt​​ 2,300,000​​ 1,750,000​ 750,000Repayment of debt​​ (300,000)​​ (800,000)​​ (500,000)Net proceeds from sale of common stock​​ 176,236​​ 182,494​ 113,934Purchase of treasury stock​​ (3,140,917)​​ (3,699,552)​ (4,359,991)Repayment of principal portion of finance lease liabilities​​ (85,258)​​ (81,055)​ (67,182)Other, net​​ (4,197)​​ (18,169)​ (10,658)Net cash used in financing activities​​ (1,683,736)​​ (2,060,082)​ (3,470,497)​​​​​​​​​​Effect of exchange rate changes on cash​​ (12,756)​​ 8,146​ 506​​​​​​​​​​Net increase (decrease) in cash and cash equivalents​​ 21,118​​ 12,674​ (906,955)Cash and cash equivalents at beginning of period​​ 277,054​​ 264,380​ 1,171,335Cash and cash equivalents at end of period​$ 298,172​$ 277,054​$ 264,380​​​​​​​​​​Supplemental cash flow information:​​​​​​​ Interest paid, net of interest cost capitalized​$ 353,819​$ 260,866​$ 178,561Income taxes paid​$ 437,552​$ 570,250​$ 461,232Leased assets obtained in exchange for new finance lease liabilities​$ 196,112​$ 58,316​$ 100,711Leased assets obtained in exchange for new operating lease liabilities​$ 415,212​$ 428,150​$ 527,966​See Notes to Consolidated Financial Statements. AutoZone, Inc. Consolidated Statements of Cash Flows​​​​​​​​​​​​Year Ended​​​August 31,​August 26,​August 27,​​​2024​2023​2022(in thousands)​​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Cash flows from operating activities:​​​​​ ​​ Net income​$2,662,427 ​$2,528,426​$ 2,429,604Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​ ​Depreciation and amortization of property and equipment​​549,755 ​​497,577 ​ 442,223 Other non-cash (income) charges​​(40,000)​​44,000 ​ 15,000Amortization of debt origination fees​​11,988 ​​9,264 ​ 11,276 Deferred income taxes​​(254,393)​​(25,707)​ 185,594 Share-based compensation expense​​106,246 ​​93,087 ​ 70,612 Changes in operating assets and liabilities:​​​​​​​ ​Accounts receivable​​(38,282)​​(6,674)​ (125,732)Merchandise inventories​​(453,101)​​(89,180)​ (1,005,686)Accounts payable and accrued expenses​​244,134 ​​(183,679)​ 1,224,692 Income taxes​​296,398 ​​92,832 ​ (10,517)Other, net​​(81,056)​​(19,158)​ (25,931)Net cash provided by operating activities​​ 3,004,116​​ 2,940,788​ 3,211,135​​​​​​​​​​Cash flows from investing activities:​​​​​​​ ​Capital expenditures​​(1,072,696)​​(796,657)​ (672,391)Purchase of marketable debt securities​​(38,757)​​(66,917)​ (56,040)Proceeds from sale of marketable debt securities​​40,849 ​​58,357 ​ 53,882Investment in tax credit equity investments​​(227,494)​​(98,003)​​ (31,537)Other, net​​11,592 ​​27,042 ​ 57,987Net cash used in investing activities​​ (1,286,506)​​ (876,178)​ (648,099)​​​​​​​​​​Cash flows from financing activities:​​​​​​​ ​Net (payments of)/proceeds from commercial paper​​ (629,600)​​ 606,200​ 603,400Proceeds from issuance of debt​​ 2,300,000​​ 1,750,000​ 750,000Repayment of debt​​ (300,000)​​ (800,000)​​ (500,000)Net proceeds from sale of common stock​​ 176,236​​ 182,494​ 113,934Purchase of treasury stock​​ (3,140,917)​​ (3,699,552)​ (4,359,991)Repayment of principal portion of finance lease liabilities​​ (85,258)​​ (81,055)​ (67,182)Other, net​​ (4,197)​​ (18,169)​ (10,658)Net cash used in financing activities​​ (1,683,736)​​ (2,060,082)​ (3,470,497)​​​​​​​​​​Effect of exchange rate changes on cash​​ (12,756)​​ 8,146​ 506​​​​​​​​​​Net increase (decrease) in cash and cash equivalents​​ 21,118​​ 12,674​ (906,955)Cash and cash equivalents at beginning of period​​ 277,054​​ 264,380​ 1,171,335Cash and cash equivalents at end of period​$ 298,172​$ 277,054​$ 264,380​​​​​​​​​​Supplemental cash flow information:​​​​​​​ Interest paid, net of interest cost capitalized​$ 353,819​$ 260,866​$ 178,561Income taxes paid​$ 437,552​$ 570,250​$ 461,232Leased assets obtained in exchange for new finance lease liabilities​$ 196,112​$ 58,316​$ 100,711Leased assets obtained in exchange for new operating lease liabilities​$ 415,212​$ 428,150​$ 527,966​See Notes to Consolidated Financial Statements. **Current (2025):** ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 8,025,590 ​ $ 7,355,701 Current portion of operating lease liabilities ​ ​ 283,564 ​ ​ 266,855 Accrued expenses and other ​ 1,151,536 ​ 1,060,746 Income taxes payable ​ 58,707 ​ 30,941 Total current liabilities ​ 9,519,397 ​ 8,714,243 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 8,799,775 ​ 9,024,381 Operating lease liabilities, less current portion ​ ​ 3,093,936 ​ ​ 2,960,174 Deferred income taxes ​ 520,510 ​ 447,067 Other long-term liabilities ​ 836,019 ​ 780,287 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ - - ​ ​ - - ​ ​ ​ ​ ​ ​ ​ Stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, authorized 1,000 shares; no shares issued ​ - - ​ - - Common stock, par value $.01 per share, authorized 200,000 shares; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024 ​ 169 ​ 175 Additional paid-in capital ​ 1,843,779 ​ 1,621,553 Retained deficit ​ (3,975,852) ​ (4,424,982) Accumulated other comprehensive loss ​ (285,010) ​ (361,618) Treasury stock, at cost ​ (997,399) ​ (1,584,742) Total stockholders' deficit ​ (3,414,313) ​ (4,749,614) Total liabilities and stockholders' deficit ​ $ 19,355,324 ​ $ 17,176,538 ​ See Notes to Consolidated Financial Statements. 49 49 Table of ContentsAutoZone, Inc. Consolidated Statements of Cash Flows​​​​​​​​​​​​Year Ended​​​August 30,​August 31,​August 26,​​​2025​2024​2023(in thousands)​​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Cash flows from operating activities:​​​​​ ​​ Net income​$2,498,247 ​$2,662,427​$ 2,528,426Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​ ​Depreciation and amortization of property and equipment​​613,199 ​​549,755 ​ 497,577 Other non-cash charges (income)​​64,000 ​​(40,000)​ 44,000Amortization of debt origination fees​​12,840 ​​11,988 ​ 9,264 Deferred income taxes​​115,389 ​​(254,393)​ (25,707)Share-based compensation expense​​124,717 ​​106,246 ​ 93,087 Changes in operating assets and liabilities:​​​​​​​ ​Accounts receivable​​(118,606)​​(38,282)​ (6,674)Merchandise inventories​​(893,908)​​(453,101)​ (89,180)Accounts payable and accrued expenses​​657,408 ​​244,134 ​ (183,679)Income taxes​​68,447 ​​296,398 ​ 92,832 Other, net​​(24,396)​​(81,056)​ (19,158)Net cash provided by operating activities​​ 3,117,337​​ 3,004,116​ 2,940,788​​​​​​​​​​Cash flows from investing activities:​​​​​​​ ​Capital expenditures​​(1,327,257)​​(1,072,696)​ (796,657)Purchase of marketable debt securities​​(64,504)​​(38,757)​ (66,917)Proceeds from sale of marketable debt securities​​63,326 ​​40,849 ​ 58,357Investment in tax credit equity investments​​(111,815)​​(227,494)​​ (98,003)Other, net​​39,820 ​​11,592 ​ 27,042Net cash used in investing activities​​ (1,400,430)​​ (1,286,506)​ (876,178)​​​​​​​​​​Cash flows from financing activities:​​​​​​​ ​Net proceeds from (payments of) commercial paper​​ 168,600​​ (629,600)​ 606,200Proceeds from issuance of debt​​ 500,000​​ 2,300,000​ 1,750,000Repayment of debt​​ (900,000)​​ (300,000)​​ (800,000)Net proceeds from sale of common stock​​ 172,297​​ 176,236​ 182,494Purchase of treasury stock​​ (1,578,186)​​ (3,140,917)​ (3,699,552)Repayment of principal portion of finance lease liabilities​​ (96,154)​​ (85,258)​ (81,055)Other, net​​ (13,376)​​ (4,197)​ (18,169)Net cash used in financing activities​​ (1,746,819)​​ (1,683,736)​ (2,060,082)​​​​​​​​​​Effect of exchange rate changes on cash​​ 3,543​​ (12,756)​ 8,146​​​​​​​​​​Net (decrease) increase in cash and cash equivalents​​ (26,369)​​ 21,118​ 12,674Cash and cash equivalents at beginning of period​​ 298,172​​ 277,054​ 264,380Cash and cash equivalents at end of period​$ 271,803​$ 298,172​$ 277,054​​​​​​​​​​Supplemental cash flow information:​​​​​​​ Interest paid, net of interest cost capitalized​$ 413,026​$ 353,819​$ 260,866Income taxes paid​$ 313,488​$ 437,552​$ 570,250Leased assets obtained in exchange for new finance lease liabilities​$ 95,759​$ 196,112​$ 58,316Leased assets obtained in exchange for new operating lease liabilities​$ 533,197​$ 415,212​$ 428,150​See Notes to Consolidated Financial Statements.50 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Cash Flows​​​​​​​​​​​​Year Ended​​​August 30,​August 31,​August 26,​​​2025​2024​2023(in thousands)​​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Cash flows from operating activities:​​​​​ ​​ Net income​$2,498,247 ​$2,662,427​$ 2,528,426Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​ ​Depreciation and amortization of property and equipment​​613,199 ​​549,755 ​ 497,577 Other non-cash charges (income)​​64,000 ​​(40,000)​ 44,000Amortization of debt origination fees​​12,840 ​​11,988 ​ 9,264 Deferred income taxes​​115,389 ​​(254,393)​ (25,707)Share-based compensation expense​​124,717 ​​106,246 ​ 93,087 Changes in operating assets and liabilities:​​​​​​​ ​Accounts receivable​​(118,606)​​(38,282)​ (6,674)Merchandise inventories​​(893,908)​​(453,101)​ (89,180)Accounts payable and accrued expenses​​657,408 ​​244,134 ​ (183,679)Income taxes​​68,447 ​​296,398 ​ 92,832 Other, net​​(24,396)​​(81,056)​ (19,158)Net cash provided by operating activities​​ 3,117,337​​ 3,004,116​ 2,940,788​​​​​​​​​​Cash flows from investing activities:​​​​​​​ ​Capital expenditures​​(1,327,257)​​(1,072,696)​ (796,657)Purchase of marketable debt securities​​(64,504)​​(38,757)​ (66,917)Proceeds from sale of marketable debt securities​​63,326 ​​40,849 ​ 58,357Investment in tax credit equity investments​​(111,815)​​(227,494)​​ (98,003)Other, net​​39,820 ​​11,592 ​ 27,042Net cash used in investing activities​​ (1,400,430)​​ (1,286,506)​ (876,178)​​​​​​​​​​Cash flows from financing activities:​​​​​​​ ​Net proceeds from (payments of) commercial paper​​ 168,600​​ (629,600)​ 606,200Proceeds from issuance of debt​​ 500,000​​ 2,300,000​ 1,750,000Repayment of debt​​ (900,000)​​ (300,000)​​ (800,000)Net proceeds from sale of common stock​​ 172,297​​ 176,236​ 182,494Purchase of treasury stock​​ (1,578,186)​​ (3,140,917)​ (3,699,552)Repayment of principal portion of finance lease liabilities​​ (96,154)​​ (85,258)​ (81,055)Other, net​​ (13,376)​​ (4,197)​ (18,169)Net cash used in financing activities​​ (1,746,819)​​ (1,683,736)​ (2,060,082)​​​​​​​​​​Effect of exchange rate changes on cash​​ 3,543​​ (12,756)​ 8,146​​​​​​​​​​Net (decrease) increase in cash and cash equivalents​​ (26,369)​​ 21,118​ 12,674Cash and cash equivalents at beginning of period​​ 298,172​​ 277,054​ 264,380Cash and cash equivalents at end of period​$ 271,803​$ 298,172​$ 277,054​​​​​​​​​​Supplemental cash flow information:​​​​​​​ Interest paid, net of interest cost capitalized​$ 413,026​$ 353,819​$ 260,866Income taxes paid​$ 313,488​$ 437,552​$ 570,250Leased assets obtained in exchange for new finance lease liabilities​$ 95,759​$ 196,112​$ 58,316Leased assets obtained in exchange for new operating lease liabilities​$ 533,197​$ 415,212​$ 428,150​See Notes to Consolidated Financial Statements. --- ## Modified: Fiscal Year Ended August **Key changes:** - Reworded sentence: "(in thousands) ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total lease cost, per ASC 842 ​ $ 626,625 ​ $ 588,835 ​ $ 524,283 ​ $ 470,563 ​ $ 427,443 Less: Finance lease interest and amortization ​ (119,801) ​ ​ (103,670) ​ ​ (86,521) ​ ​ (69,564) ​ ​ (56,334) Less: Variable operating lease components, related to insurance and common area maintenance ​ (43,793) ​ ​ (37,472) ​ ​ (31,364) ​ ​ (27,721) ​ ​ (25,729) Rent expense ​ $ 463,031 ​ $ 447,693 ​ $ 406,398 ​ $ 373,278 ​ $ 345,380 ​ ​ Reconciliation of Non-GAAP Financial Measure: Fiscal 2024 Results Excluding Impact of 53rd Week: The following table summarizes the impact of the additional week to the 53 week fiscal year ended August 31, 2024." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total lease cost, per ASC 842 ​ $ 588,835 ​ $ 524,283 ​ $ 470,563 ​ $ 427,443 ​ $ 415,505 Less: Finance lease interest and amortization ​ (103,670) ​ ​ (86,521) ​ ​ (69,564) ​ ​ (56,334) ​ ​ (60,275) Less: Variable operating lease components, related to insurance and common area maintenance ​ (37,472) ​ ​ (31,364) ​ ​ (27,721) ​ ​ (25,729) ​ ​ (25,447) Rent expense ​ $ 447,693 ​ $ 406,398 ​ $ 373,278 ​ $ 345,380 ​ $ 329,783 ​ ​ Reconciliation of Non-GAAP Financial Measure: Fiscal 2024 Results Excluding Impact of 53rd Week: The following table summarizes the impact of the additional week to the 53 week fiscal year ended August 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands, except per share) ​ **Current (2025):** (in thousands, except per share data, same store sales and selected operating data) 2025 2024(1) 2023 2022 2021(2) --- ## Modified: August 31, 2024 **Key changes:** - Reworded sentence: "​ Amortized Gross Gross ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair (in thousands) ​ Basis ​ Gains ​ Losses ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate debt securities ​ $ 32,355 ​ $ 183 ​ $ (78) ​ $ 32,460 Government bonds ​ 50,251 ​ 483 ​ (493) ​ 50,241 Mortgage-backed securities ​ 22,859 ​ 326 ​ (95) ​ 23,090 Asset-backed securities and other ​ 16,327 ​ 66 ​ (26) ​ 16,367 ​ ​ $ 121,792 ​ $ 1,058 ​ $ (692) ​ $ 122,158 ​ 60 60 Table of ContentsThe contractual maturities of the Company's available for sale marketable debt securities are as follows:​​​​​​​​​​August 30, 2025​​Amortized​Fair(in thousands)​Cost Basis​Value​​​​​​​Due within one year​$ 19,966​$ 18,662Due after one year through five years​​ 56,262​​ 58,277Due after five years through ten years​​ 31,619​​ 31,993Due after ten years​​ 15,123​​ 15,208​​$ 122,970​$ 124,140​The marketable debt securities held at August 30, 2025, had effective maturities ranging from less than one year to approximately twenty-eight years." - Reworded sentence: "The Company did not realize any material gains or losses on its marketable debt securities during fiscal 2025, 2024 or 2023.Included above in total marketable debt securities are $117.4 million and $111.5 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 30, 2025, and August 31, 2024, respectively.Note D - Leases Lease-related assets and liabilities recorded on the Consolidated Balance Sheets are as follows:​​​​​​​​​​(in thousands) Classification August 30, 2025​August 31, 2024​​​​​​​​​Assets: ​ ​​​Operating Operating lease right-of-use assets​$ 3,194,666​$ 3,057,780Finance Property and equipment​ 528,760​ 528,482Total lease assets ​$ 3,723,426​$ 3,586,262Liabilities: ​ ​ ​Current:​​​​​​​​Operating Current portion of operating lease liabilities​$ 283,564​$ 266,855Finance Accrued expenses and other​ 111,521​ 115,559Noncurrent: ​ ​ Operating Operating lease liabilities, less current portion​ 3,093,936​ 2,960,174Finance Other long-term liabilities​ 288,419​ 283,882Total lease liabilities ​$ 3,777,440​$ 3,626,470​Accumulated amortization related to finance lease assets was $139.6 million as of August 30, 2025, and $132.1 million as of August 31, 2024.​61 Table of Contents Table of Contents Table of Contents The contractual maturities of the Company's available for sale marketable debt securities are as follows:​​​​​​​​​​August 30, 2025​​Amortized​Fair(in thousands)​Cost Basis​Value​​​​​​​Due within one year​$ 19,966​$ 18,662Due after one year through five years​​ 56,262​​ 58,277Due after five years through ten years​​ 31,619​​ 31,993Due after ten years​​ 15,123​​ 15,208​​$ 122,970​$ 124,140​The marketable debt securities held at August 30, 2025, had effective maturities ranging from less than one year to approximately twenty-eight years." - Reworded sentence: "The Company did not realize any material gains or losses on its marketable debt securities during fiscal 2025, 2024 or 2023.Included above in total marketable debt securities are $117.4 million and $111.5 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 30, 2025, and August 31, 2024, respectively.Note D - Leases Lease-related assets and liabilities recorded on the Consolidated Balance Sheets are as follows:​​​​​​​​​​(in thousands) Classification August 30, 2025​August 31, 2024​​​​​​​​​Assets: ​ ​​​Operating Operating lease right-of-use assets​$ 3,194,666​$ 3,057,780Finance Property and equipment​ 528,760​ 528,482Total lease assets ​$ 3,723,426​$ 3,586,262Liabilities: ​ ​ ​Current:​​​​​​​​Operating Current portion of operating lease liabilities​$ 283,564​$ 266,855Finance Accrued expenses and other​ 111,521​ 115,559Noncurrent: ​ ​ Operating Operating lease liabilities, less current portion​ 3,093,936​ 2,960,174Finance Other long-term liabilities​ 288,419​ 283,882Total lease liabilities ​$ 3,777,440​$ 3,626,470​Accumulated amortization related to finance lease assets was $139.6 million as of August 30, 2025, and $132.1 million as of August 31, 2024.​ The contractual maturities of the Company's available for sale marketable debt securities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 35,349 ​ $ 4,290 ​ $ - ​ $ 39,639 Other long-term assets ​ 71,028 ​ 10,846 ​ - ​ 81,874 ​ ​ $ 106,377 ​ $ 15,136 ​ $ - ​ $ 121,513 ​ At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades. A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." 57 57 Table of Contents​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively.58 Table of Contents Table of Contents Table of Contents ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively. ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 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 August 31, 2024 and August 26, 2023, respectively. ​ **Current (2025):** (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ 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 debt securities, including benchmark yields and reported trades. 59 59 Table of ContentsAdditionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​60 Table of Contents Table of Contents Table of Contents Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​ Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024. ​ Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." --- ## Modified: August 31, 2024 **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ Operating Operating lease right-of-use assets ​ $ 3,194,666 ​ $ 3,057,780 Finance Finance Property and equipment ​ 528,760 ​ 528,482 Total lease assets ​ $ 3,723,426 ​ $ 3,586,262 Liabilities: ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ Operating Current portion of operating lease liabilities ​ $ 283,564 ​ $ 266,855 Finance Finance Accrued expenses and other ​ 111,521 ​ 115,559 Noncurrent: ​ ​ Operating Operating lease liabilities, less current portion ​ 3,093,936 ​ 2,960,174 Finance Finance Other long-term liabilities ​ 288,419 ​ 283,882 Total lease liabilities ​ $ 3,777,440 ​ $ 3,626,470 ​ Accumulated amortization related to finance lease assets was $139.6 million as of August 30, 2025, and $132.1 million as of August 31, 2024." **Prior (2024):** (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 35,349 ​ $ 4,290 ​ $ - ​ $ 39,639 Other long-term assets ​ 71,028 ​ 10,846 ​ - ​ 81,874 ​ ​ $ 106,377 ​ $ 15,136 ​ $ - ​ $ 121,513 ​ At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within 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 debt securities, including benchmark yields and reported trades. A discussion on how the Company's cash flow hedges are valued is included in "Note L - Derivative Financial Instruments," while the fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 31, 2024, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." 57 57 Table of Contents​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively.58 Table of Contents Table of Contents Table of Contents ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 million and $105.0 million of marketable debt securities transferred by the Company's insurance captive to a trust account to secure its obligations to an insurance company related to future workers' compensation and casualty losses as of August 31, 2024 and August 26, 2023, respectively. ​Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​​​​​​​​​​​​​​​​August 26, 2023​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 31,683​$ 17​$ (504)​$ 31,196Government bonds​ 63,747​ - ​ (1,440)​ 62,307Mortgage-backed securities​ 3,215​ - ​ (213)​ 3,002Asset-backed securities and other​ 25,242​ - ​ (234)​ 25,008​​$ 123,887​$ 17​$ (2,391)​$ 121,513​The marketable debt securities held at August 31, 2024, had effective maturities ranging from less than one year to approximately twenty-nine years. At August 31, 2024, the Company held 45 securities that are in an unrealized loss position of approximately $0.7 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 fiscal 2024, 2023 or 2022.Included above in total marketable debt securities are $111.5 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 August 31, 2024 and August 26, 2023, respectively. ​ **Current (2025):** (in thousands) Level 1 Level 2 Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other current assets ​ $ 26,697 ​ $ 11,734 ​ $ - ​ $ 38,431 Other long-term assets ​ 27,031 ​ 56,696 ​ - ​ 83,727 ​ ​ $ 53,728 ​ $ 68,430 ​ $ - ​ $ 122,158 ​ 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 debt securities, including benchmark yields and reported trades. 59 59 Table of ContentsAdditionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​60 Table of Contents Table of Contents Table of Contents Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.​Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities."Non-Financial Assets Measured at Fair Value on a Non-Recurring BasisCertain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition.Financial Instruments not Recognized at Fair ValueThe Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing."Note C - Marketable Debt SecuritiesThe Company's basis for determining the cost of a security sold is the "Specific Identification Model." Unrealized gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss. The Company's available-for-sale marketable debt securities consisted of the following:​​​​​​​​​​​​​​​August 30, 2025​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 23,441​$ 270​$ (33)​$ 23,678Government bonds​ 63,053​ 910​ (201)​ 63,762Mortgage-backed securities​ 21,433​ 227​ (81)​ 21,579Asset-backed securities and other​ 15,043​ 81​ (3)​ 15,121​​$ 122,970​$ 1,488​$ (318)​$ 124,140​​​​​​​​​​​​​​​​​August 31, 2024​ Amortized Gross Gross ​​​Cost​Unrealized​Unrealized​Fair(in thousands)​Basis​Gains​Losses​Value​​​​​​​​​​​​​Corporate debt securities​$ 32,355​$ 183​$ (78)​$ 32,460Government bonds​ 50,251​ 483​ (493)​ 50,241Mortgage-backed securities​ 22,859​ 326​ (95)​ 23,090Asset-backed securities and other​ 16,327​ 66​ (26)​ 16,367​​$ 121,792​$ 1,058​$ (692)​$ 122,158​ Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024. The Company's liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024. ​ Fair values of the marketable debt securities by asset class are described in "Note C - Marketable Debt Securities." Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Certain non-financial assets and liabilities are required to be measured at fair value on a non-recurring basis in certain circumstances, including the event of impairment. These non-financial assets and liabilities could include assets and liabilities acquired in an acquisition as well as goodwill, intangible assets and property, plant and equipment that are determined to be impaired. At August 30, 2025, the Company did not have any other significant non-financial assets or liabilities that had been measured at fair value on a non-recurring basis subsequent to initial recognition. Financial Instruments not Recognized at Fair Value The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company's debt is included in "Note I - Financing." --- ## Modified: AutoZone, Inc. Consolidated Balance Sheets **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, ​ August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 271,803 ​ $ 298,172 Accounts receivable ​ 670,137 ​ 545,575 Merchandise inventories ​ 7,025,688 ​ 6,155,218 Other current assets ​ 373,751 ​ 307,794 Total current assets ​ 8,341,379 ​ 7,306,759 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ ​ ​ Land ​ 1,474,433 ​ 1,390,713 Buildings and improvements ​ 5,793,043 ​ 5,124,448 Equipment ​ 3,558,814 ​ 3,308,967 Leasehold improvements ​ 1,082,339 ​ 922,466 Construction in progress ​ 643,699 ​ 558,531 Property and equipment ​ 12,552,328 ​ 11,305,125 Less: Accumulated depreciation and amortization ​ (5,489,819) ​ (5,121,586) ​ ​ 7,062,509 ​ 6,183,539 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,194,666 ​ ​ 3,057,780 Goodwill ​ 302,645 ​ 302,645 Deferred income taxes ​ 118,433 ​ 83,689 Other long-term assets ​ 335,692 ​ 242,126 Total long-term assets ​ 3,951,436 ​ 3,686,240 Total assets ​ $ 19,355,324 ​ $ 17,176,538 ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, ​ August 26, (in thousands) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 298,172 ​ $ 277,054 Accounts receivable ​ 545,575 ​ 520,385 Merchandise inventories ​ 6,155,218 ​ 5,764,143 Other current assets ​ 307,794 ​ 217,844 Total current assets ​ 7,306,759 ​ 6,779,426 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ ​ ​ Land ​ 1,390,713 ​ 1,367,391 Buildings and improvements ​ 5,124,448 ​ 4,860,216 Equipment ​ 3,308,967 ​ 2,972,879 Leasehold improvements ​ 922,466 ​ 831,508 Construction in progress ​ 558,531 ​ 305,896 Property and equipment ​ 11,305,125 ​ 10,337,890 Less: Accumulated depreciation and amortization ​ (5,121,586) ​ (4,741,342) ​ ​ 6,183,539 ​ 5,596,548 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,057,780 ​ ​ 2,998,097 Goodwill ​ 302,645 ​ 302,645 Deferred income taxes ​ 83,689 ​ 86,002 Other long-term assets ​ 242,126 ​ 223,160 Total long-term assets ​ 3,686,240 ​ 3,609,904 Total assets ​ $ 17,176,538 ​ $ 15,985,878 ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, ​ August 31, (in thousands) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 271,803 ​ $ 298,172 Accounts receivable ​ 670,137 ​ 545,575 Merchandise inventories ​ 7,025,688 ​ 6,155,218 Other current assets ​ 373,751 ​ 307,794 Total current assets ​ 8,341,379 ​ 7,306,759 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ ​ ​ Land ​ 1,474,433 ​ 1,390,713 Buildings and improvements ​ 5,793,043 ​ 5,124,448 Equipment ​ 3,558,814 ​ 3,308,967 Leasehold improvements ​ 1,082,339 ​ 922,466 Construction in progress ​ 643,699 ​ 558,531 Property and equipment ​ 12,552,328 ​ 11,305,125 Less: Accumulated depreciation and amortization ​ (5,489,819) ​ (5,121,586) ​ ​ 7,062,509 ​ 6,183,539 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,194,666 ​ ​ 3,057,780 Goodwill ​ 302,645 ​ 302,645 Deferred income taxes ​ 118,433 ​ 83,689 Other long-term assets ​ 335,692 ​ 242,126 Total long-term assets ​ 3,951,436 ​ 3,686,240 Total assets ​ $ 19,355,324 ​ $ 17,176,538 ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Valuation of Self-insurance Reserves **Key changes:** - Reworded sentence: "Description of the Matter At August 30, 2025, the Company's self-insurance reserve estimate was $268.8 million." - Reworded sentence: "​ Memphis, Tennessee October 27, 2025 ​ 47 47 Table of ContentsAutoZone, Inc." **Prior (2024):** Description of the Matter At August 31, 2024, the Company's self-insurance reserve estimate was $257.7 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers' compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks. Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve. How We Addressed the Matter in Our Audit We evaluated the design and tested the operating effectiveness of the Company's controls over the self-insurance reserve process. For example, we tested controls over management's review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management's methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company's reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​ ​ /s/ Ernst & Young LLP We have served as the Company's auditor since 1988. ​ Memphis, Tennessee October 28, 2024 ​ 45 45 Table of ContentsAutoZone, Inc. Consolidated Statements of Income​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​​2024​2023​2022(in thousands, except per share data)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net sales $ 18,490,268 $ 17,457,209 $ 16,252,230Cost of sales, including warehouse and delivery expenses​​ 8,673,216​​ 8,386,787​​ 7,779,580Gross profit​​ 9,817,052​ 9,070,422​ 8,472,650Operating, selling, general and administrative expenses​​ 6,028,344​​ 5,596,436​​ 5,201,921Operating profit​​ 3,788,708​​ 3,473,986​​ 3,270,729Interest expense, net​​ 451,578​​ 306,372​​ 191,638Income before income taxes​​ 3,337,130​ 3,167,614​ 3,079,091Income tax expense​​ 674,703​​ 639,188​​ 649,487Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604​​​​​​​​​​Weighted average shares for basic earnings per share​ 17,309​ 18,510​ 20,107Effect of dilutive stock equivalents​​ 494​​ 593​​ 626Weighted average shares for diluted earnings per share​ 17,803​ 19,103​ 20,733​​​​​​​​​​Basic earnings per share​$ 153.82​$ 136.60​$ 120.83Diluted earnings per share​$ 149.55​$ 132.36​$ 117.19​See Notes to Consolidated Financial Statements.AutoZone, Inc. Consolidated Statements of Comprehensive Income​​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​ 2024​2023​2022(in thousands)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604Other comprehensive (loss) income:​ ​ ​ Foreign currency translation adjustments​ (174,715)​ 103,633​ 7,448Unrealized gains (losses) on marketable debt securities, net of taxes​ 2,151​ 320​ (2,760)Net derivative activities, net of taxes​ 1,782​ 5,747​ 2,762Total other comprehensive (loss) income​ (170,782)​ 109,700​ 7,450Comprehensive income​$ 2,491,645​$ 2,638,126​$ 2,437,054​(1)See Notes to Consolidated Financial Statements.​​46 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Income​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​​2024​2023​2022(in thousands, except per share data)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net sales $ 18,490,268 $ 17,457,209 $ 16,252,230Cost of sales, including warehouse and delivery expenses​​ 8,673,216​​ 8,386,787​​ 7,779,580Gross profit​​ 9,817,052​ 9,070,422​ 8,472,650Operating, selling, general and administrative expenses​​ 6,028,344​​ 5,596,436​​ 5,201,921Operating profit​​ 3,788,708​​ 3,473,986​​ 3,270,729Interest expense, net​​ 451,578​​ 306,372​​ 191,638Income before income taxes​​ 3,337,130​ 3,167,614​ 3,079,091Income tax expense​​ 674,703​​ 639,188​​ 649,487Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604​​​​​​​​​​Weighted average shares for basic earnings per share​ 17,309​ 18,510​ 20,107Effect of dilutive stock equivalents​​ 494​​ 593​​ 626Weighted average shares for diluted earnings per share​ 17,803​ 19,103​ 20,733​​​​​​​​​​Basic earnings per share​$ 153.82​$ 136.60​$ 120.83Diluted earnings per share​$ 149.55​$ 132.36​$ 117.19​See Notes to Consolidated Financial Statements.AutoZone, Inc. Consolidated Statements of Comprehensive Income​​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​ 2024​2023​2022(in thousands)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604Other comprehensive (loss) income:​ ​ ​ Foreign currency translation adjustments​ (174,715)​ 103,633​ 7,448Unrealized gains (losses) on marketable debt securities, net of taxes​ 2,151​ 320​ (2,760)Net derivative activities, net of taxes​ 1,782​ 5,747​ 2,762Total other comprehensive (loss) income​ (170,782)​ 109,700​ 7,450Comprehensive income​$ 2,491,645​$ 2,638,126​$ 2,437,054​(1)See Notes to Consolidated Financial Statements.​​ AutoZone, Inc. Consolidated Statements of Income​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​​2024​2023​2022(in thousands, except per share data)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net sales $ 18,490,268 $ 17,457,209 $ 16,252,230Cost of sales, including warehouse and delivery expenses​​ 8,673,216​​ 8,386,787​​ 7,779,580Gross profit​​ 9,817,052​ 9,070,422​ 8,472,650Operating, selling, general and administrative expenses​​ 6,028,344​​ 5,596,436​​ 5,201,921Operating profit​​ 3,788,708​​ 3,473,986​​ 3,270,729Interest expense, net​​ 451,578​​ 306,372​​ 191,638Income before income taxes​​ 3,337,130​ 3,167,614​ 3,079,091Income tax expense​​ 674,703​​ 639,188​​ 649,487Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604​​​​​​​​​​Weighted average shares for basic earnings per share​ 17,309​ 18,510​ 20,107Effect of dilutive stock equivalents​​ 494​​ 593​​ 626Weighted average shares for diluted earnings per share​ 17,803​ 19,103​ 20,733​​​​​​​​​​Basic earnings per share​$ 153.82​$ 136.60​$ 120.83Diluted earnings per share​$ 149.55​$ 132.36​$ 117.19​See Notes to Consolidated Financial Statements.AutoZone, Inc. Consolidated Statements of Comprehensive Income​​​​​​​​​​​​​Year Ended​​August 31,​August 26,​August 27,​ 2024​2023​2022(in thousands)​(53 weeks)​(52 weeks)​(52 weeks)​​​​​​​​​​Net income​$ 2,662,427​$ 2,528,426​$ 2,429,604Other comprehensive (loss) income:​ ​ ​ Foreign currency translation adjustments​ (174,715)​ 103,633​ 7,448Unrealized gains (losses) on marketable debt securities, net of taxes​ 2,151​ 320​ (2,760)Net derivative activities, net of taxes​ 1,782​ 5,747​ 2,762Total other comprehensive (loss) income​ (170,782)​ 109,700​ 7,450Comprehensive income​$ 2,491,645​$ 2,638,126​$ 2,437,054​(1)See Notes to Consolidated Financial Statements.​​ **Current (2025):** Description of the Matter At August 30, 2025, the Company's self-insurance reserve estimate was $268.8 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers' compensation, general and product liability, property and vehicle insurance. The self-insurance reserves are accrued based upon discounted estimates of the liability for claims incurred and for events that have occurred but have not been reported using certain third-party actuarial projections and the Company's claim loss experience. ​ 46 46 Table of Contents​​​How We Addressed the Matter in Our AuditAuditing the insurance reserve was complex and judgmental due to the actuarial valuation methods and assumptions related to the loss development factors and loss trends.​We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the valuation of the self-insurance reserve. This included management's review of the actuarial valuation methods and the assumptions related to the loss development factors and loss trends. To test the valuation of the Company's self-insurance reserve, we performed audit procedures that included, among others, assessing the appropriateness of the actuarial valuation methods and testing the significant assumptions discussed above. We also developed an independent range of reserves for comparison to the Company's recorded amounts, using standard actuarial methods. We involved our actuarial specialists to assist with our audit procedures.​​/s/ Ernst & Young LLPWe have served as the Company's auditor since 1988.​Memphis, TennesseeOctober 27, 2025​47 Table of Contents Table of Contents Table of Contents ​​​How We Addressed the Matter in Our AuditAuditing the insurance reserve was complex and judgmental due to the actuarial valuation methods and assumptions related to the loss development factors and loss trends.​We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the valuation of the self-insurance reserve. This included management's review of the actuarial valuation methods and the assumptions related to the loss development factors and loss trends. To test the valuation of the Company's self-insurance reserve, we performed audit procedures that included, among others, assessing the appropriateness of the actuarial valuation methods and testing the significant assumptions discussed above. We also developed an independent range of reserves for comparison to the Company's recorded amounts, using standard actuarial methods. We involved our actuarial specialists to assist with our audit procedures.​​/s/ Ernst & Young LLPWe have served as the Company's auditor since 1988.​Memphis, TennesseeOctober 27, 2025​ ​ ​ ​ How We Addressed the Matter in Our Audit Auditing the insurance reserve was complex and judgmental due to the actuarial valuation methods and assumptions related to the loss development factors and loss trends. ​ We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the valuation of the self-insurance reserve. This included management's review of the actuarial valuation methods and the assumptions related to the loss development factors and loss trends. To test the valuation of the Company's self-insurance reserve, we performed audit procedures that included, among others, assessing the appropriateness of the actuarial valuation methods and testing the significant assumptions discussed above. We also developed an independent range of reserves for comparison to the Company's recorded amounts, using standard actuarial methods. We involved our actuarial specialists to assist with our audit procedures. ​ ​ /s/ Ernst & Young LLP We have served as the Company's auditor since 1988. ​ Memphis, Tennessee October 27, 2025 ​ 47 47 Table of ContentsAutoZone, Inc. Consolidated Statements of Income​​​​​​​​​​​​Year Ended​​August 30,​August 31,​August 26,​​2025​2024​2023(in thousands, except per share data)​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Net sales $ 18,938,717 $ 18,490,268 $ 17,457,209Cost of sales, including warehouse and delivery expenses​​ 8,972,243​​ 8,673,216​​ 8,386,787Gross profit​​ 9,966,474​ 9,817,052​ 9,070,422Operating, selling, general and administrative expenses​​ 6,356,318​​ 6,028,344​​ 5,596,436Operating profit​​ 3,610,156​​ 3,788,708​​ 3,473,986Interest expense, net​​ 475,824​​ 451,578​​ 306,372Income before income taxes​​ 3,134,332​ 3,337,130​ 3,167,614Income tax expense​​ 636,085​​ 674,703​​ 639,188Net income​$ 2,498,247​$ 2,662,427​$ 2,528,426​​​​​​​​​​Weighted average shares for basic earnings per share​ 16,789​ 17,309​ 18,510Effect of dilutive stock equivalents​​ 456​​ 494​​ 593Weighted average shares for diluted earnings per share​ 17,245​ 17,803​ 19,103​​​​​​​​​​Basic earnings per share​$ 148.80​$ 153.82​$ 136.60Diluted earnings per share​$ 144.87​$ 149.55​$ 132.36​See Notes to Consolidated Financial Statements.AutoZone, Inc. Consolidated Statements of Comprehensive Income​​​​​​​​​​​​​Year Ended​​August 30,​August 31,​August 26,​ 2025​2024​2023(in thousands)​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Net income​$ 2,498,247​$ 2,662,427​$ 2,528,426Other comprehensive income (loss):​ ​ ​ Foreign currency translation adjustments​ 74,236​ (174,715)​ 103,633Unrealized gains on marketable debt securities, net of taxes​ 618​ 2,151​ 320Net derivative activities, net of taxes​ 1,754​ 1,782​ 5,747Total other comprehensive income (loss) ​ 76,608​ (170,782)​ 109,700Comprehensive income​$ 2,574,855​$ 2,491,645​$ 2,638,126​(1)See Notes to Consolidated Financial Statements.​​48 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Statements of Income​​​​​​​​​​​​Year Ended​​August 30,​August 31,​August 26,​​2025​2024​2023(in thousands, except per share data)​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Net sales $ 18,938,717 $ 18,490,268 $ 17,457,209Cost of sales, including warehouse and delivery expenses​​ 8,972,243​​ 8,673,216​​ 8,386,787Gross profit​​ 9,966,474​ 9,817,052​ 9,070,422Operating, selling, general and administrative expenses​​ 6,356,318​​ 6,028,344​​ 5,596,436Operating profit​​ 3,610,156​​ 3,788,708​​ 3,473,986Interest expense, net​​ 475,824​​ 451,578​​ 306,372Income before income taxes​​ 3,134,332​ 3,337,130​ 3,167,614Income tax expense​​ 636,085​​ 674,703​​ 639,188Net income​$ 2,498,247​$ 2,662,427​$ 2,528,426​​​​​​​​​​Weighted average shares for basic earnings per share​ 16,789​ 17,309​ 18,510Effect of dilutive stock equivalents​​ 456​​ 494​​ 593Weighted average shares for diluted earnings per share​ 17,245​ 17,803​ 19,103​​​​​​​​​​Basic earnings per share​$ 148.80​$ 153.82​$ 136.60Diluted earnings per share​$ 144.87​$ 149.55​$ 132.36​See Notes to Consolidated Financial Statements.AutoZone, Inc. Consolidated Statements of Comprehensive Income​​​​​​​​​​​​​Year Ended​​August 30,​August 31,​August 26,​ 2025​2024​2023(in thousands)​(52 weeks)​(53 weeks)​(52 weeks)​​​​​​​​​​Net income​$ 2,498,247​$ 2,662,427​$ 2,528,426Other comprehensive income (loss):​ ​ ​ Foreign currency translation adjustments​ 74,236​ (174,715)​ 103,633Unrealized gains on marketable debt securities, net of taxes​ 618​ 2,151​ 320Net derivative activities, net of taxes​ 1,754​ 1,782​ 5,747Total other comprehensive income (loss) ​ 76,608​ (170,782)​ 109,700Comprehensive income​$ 2,574,855​$ 2,491,645​$ 2,638,126​(1)See Notes to Consolidated Financial Statements.​​ --- ## Modified: AutoZone, Inc. Consolidated Statements of Comprehensive Income **Key changes:** - Reworded sentence: "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, ​ 2025 ​ 2024 ​ 2023 (in thousands) ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation adjustments ​ 74,236 ​ (174,715) ​ 103,633 Unrealized gains on marketable debt securities, net of taxes ​ 618 ​ 2,151 ​ 320 Net derivative activities, net of taxes ​ 1,754 ​ 1,782 ​ 5,747 Total other comprehensive income (loss) ​ 76,608 ​ (170,782) ​ 109,700 Comprehensive income ​ $ 2,574,855 ​ $ 2,491,645 ​ $ 2,638,126 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 26, ​ August 27, ​ 2024 ​ 2023 ​ 2022 (in thousands) ​ (53 weeks) ​ (52 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,662,427 ​ $ 2,528,426 ​ $ 2,429,604 Other comprehensive (loss) income: ​ ​ ​ Foreign currency translation adjustments ​ (174,715) ​ 103,633 ​ 7,448 Unrealized gains (losses) on marketable debt securities, net of taxes ​ 2,151 ​ 320 ​ (2,760) Net derivative activities, net of taxes ​ 1,782 ​ 5,747 ​ 2,762 Total other comprehensive (loss) income ​ (170,782) ​ 109,700 ​ 7,450 Comprehensive income ​ $ 2,491,645 ​ $ 2,638,126 ​ $ 2,437,054 ​ See Notes to Consolidated Financial Statements. ​ ​ 46 46 Table of ContentsAutoZone, Inc. Consolidated Balance Sheets​​​​​​​​​August 31,​August 26,(in thousands)​2024​2023​​​​​​​Assets​​​ ​ Current assets:​​​ ​ Cash and cash equivalents​$ 298,172​$ 277,054Accounts receivable​ 545,575​ 520,385Merchandise inventories​ 6,155,218​ 5,764,143Other current assets​ 307,794​ 217,844Total current assets​ 7,306,759​ 6,779,426​​​​​​​Property and equipment:​​​​​​Land​ 1,390,713​ 1,367,391Buildings and improvements​ 5,124,448​ 4,860,216Equipment​ 3,308,967​ 2,972,879Leasehold improvements​ 922,466​ 831,508Construction in progress​ 558,531​ 305,896Property and equipment​ 11,305,125​ 10,337,890Less: Accumulated depreciation and amortization​ (5,121,586)​ (4,741,342)​​ 6,183,539​ 5,596,548​​​​​​​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097Goodwill​ 302,645​ 302,645Deferred income taxes​ 83,689​ 86,002Other long-term assets​ 242,126​ 223,160Total long-term assets​ 3,686,240​ 3,609,904Total assets​$ 17,176,538​$ 15,985,878​​​​​​​Liabilities and Stockholders' Deficit​​​​​​Current liabilities:​​​​​​Accounts payable​$ 7,355,701​$ 7,201,281Current portion of operating lease liabilities​​ 266,855​​ 257,256Accrued expenses and other​ 1,060,746​ 1,000,841Income taxes payable​ 30,941​ 52,478Total current liabilities​ 8,714,243​ 8,511,856​​​​​​​Long-term debt​ 9,024,381​ 7,668,549Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046Deferred income taxes​ 447,067​ 536,278Other long-term liabilities​ 780,287​ 702,043​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Stockholders' deficit:​​​​​​Preferred stock, authorized 1,000 shares; no shares issued​ - ​ - Common stock, par value $.01 per share, authorized 200,000 shares; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024; 18,936 shares issued and 17,857 shares outstanding as of August 26, 2023​ 175​ 189Additional paid-in capital​ 1,621,553​ 1,484,992Retained deficit​ (4,424,982)​ (2,959,278)Accumulated other comprehensive loss​ (361,618)​ (190,836)Treasury stock, at cost​ (1,584,742)​ (2,684,961)Total stockholders' deficit​ (4,749,614)​ (4,349,894)Total liabilities and stockholders' deficit​$ 17,176,538​$ 15,985,878​See Notes to Consolidated Financial Statements.47 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Balance Sheets​​​​​​​​​August 31,​August 26,(in thousands)​2024​2023​​​​​​​Assets​​​ ​ Current assets:​​​ ​ Cash and cash equivalents​$ 298,172​$ 277,054Accounts receivable​ 545,575​ 520,385Merchandise inventories​ 6,155,218​ 5,764,143Other current assets​ 307,794​ 217,844Total current assets​ 7,306,759​ 6,779,426​​​​​​​Property and equipment:​​​​​​Land​ 1,390,713​ 1,367,391Buildings and improvements​ 5,124,448​ 4,860,216Equipment​ 3,308,967​ 2,972,879Leasehold improvements​ 922,466​ 831,508Construction in progress​ 558,531​ 305,896Property and equipment​ 11,305,125​ 10,337,890Less: Accumulated depreciation and amortization​ (5,121,586)​ (4,741,342)​​ 6,183,539​ 5,596,548​​​​​​​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097Goodwill​ 302,645​ 302,645Deferred income taxes​ 83,689​ 86,002Other long-term assets​ 242,126​ 223,160Total long-term assets​ 3,686,240​ 3,609,904Total assets​$ 17,176,538​$ 15,985,878​​​​​​​Liabilities and Stockholders' Deficit​​​​​​Current liabilities:​​​​​​Accounts payable​$ 7,355,701​$ 7,201,281Current portion of operating lease liabilities​​ 266,855​​ 257,256Accrued expenses and other​ 1,060,746​ 1,000,841Income taxes payable​ 30,941​ 52,478Total current liabilities​ 8,714,243​ 8,511,856​​​​​​​Long-term debt​ 9,024,381​ 7,668,549Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046Deferred income taxes​ 447,067​ 536,278Other long-term liabilities​ 780,287​ 702,043​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Stockholders' deficit:​​​​​​Preferred stock, authorized 1,000 shares; no shares issued​ - ​ - Common stock, par value $.01 per share, authorized 200,000 shares; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024; 18,936 shares issued and 17,857 shares outstanding as of August 26, 2023​ 175​ 189Additional paid-in capital​ 1,621,553​ 1,484,992Retained deficit​ (4,424,982)​ (2,959,278)Accumulated other comprehensive loss​ (361,618)​ (190,836)Treasury stock, at cost​ (1,584,742)​ (2,684,961)Total stockholders' deficit​ (4,749,614)​ (4,349,894)Total liabilities and stockholders' deficit​$ 17,176,538​$ 15,985,878​See Notes to Consolidated Financial Statements. AutoZone, Inc. Consolidated Balance Sheets​​​​​​​​​August 31,​August 26,(in thousands)​2024​2023​​​​​​​Assets​​​ ​ Current assets:​​​ ​ Cash and cash equivalents​$ 298,172​$ 277,054Accounts receivable​ 545,575​ 520,385Merchandise inventories​ 6,155,218​ 5,764,143Other current assets​ 307,794​ 217,844Total current assets​ 7,306,759​ 6,779,426​​​​​​​Property and equipment:​​​​​​Land​ 1,390,713​ 1,367,391Buildings and improvements​ 5,124,448​ 4,860,216Equipment​ 3,308,967​ 2,972,879Leasehold improvements​ 922,466​ 831,508Construction in progress​ 558,531​ 305,896Property and equipment​ 11,305,125​ 10,337,890Less: Accumulated depreciation and amortization​ (5,121,586)​ (4,741,342)​​ 6,183,539​ 5,596,548​​​​​​​Operating lease right-of-use assets​​ 3,057,780​​ 2,998,097Goodwill​ 302,645​ 302,645Deferred income taxes​ 83,689​ 86,002Other long-term assets​ 242,126​ 223,160Total long-term assets​ 3,686,240​ 3,609,904Total assets​$ 17,176,538​$ 15,985,878​​​​​​​Liabilities and Stockholders' Deficit​​​​​​Current liabilities:​​​​​​Accounts payable​$ 7,355,701​$ 7,201,281Current portion of operating lease liabilities​​ 266,855​​ 257,256Accrued expenses and other​ 1,060,746​ 1,000,841Income taxes payable​ 30,941​ 52,478Total current liabilities​ 8,714,243​ 8,511,856​​​​​​​Long-term debt​ 9,024,381​ 7,668,549Operating lease liabilities, less current portion​​ 2,960,174​​ 2,917,046Deferred income taxes​ 447,067​ 536,278Other long-term liabilities​ 780,287​ 702,043​​​​​​​Commitments and contingencies​​​​​​​​​​​​​Stockholders' deficit:​​​​​​Preferred stock, authorized 1,000 shares; no shares issued​ - ​ - Common stock, par value $.01 per share, authorized 200,000 shares; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024; 18,936 shares issued and 17,857 shares outstanding as of August 26, 2023​ 175​ 189Additional paid-in capital​ 1,621,553​ 1,484,992Retained deficit​ (4,424,982)​ (2,959,278)Accumulated other comprehensive loss​ (361,618)​ (190,836)Treasury stock, at cost​ (1,584,742)​ (2,684,961)Total stockholders' deficit​ (4,749,614)​ (4,349,894)Total liabilities and stockholders' deficit​$ 17,176,538​$ 15,985,878​See Notes to Consolidated Financial Statements. **Current (2025):** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 30, ​ August 31, ​ August 26, ​ 2025 ​ 2024 ​ 2023 (in thousands) ​ (52 weeks) ​ (53 weeks) ​ (52 weeks) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,498,247 ​ $ 2,662,427 ​ $ 2,528,426 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation adjustments ​ 74,236 ​ (174,715) ​ 103,633 Unrealized gains on marketable debt securities, net of taxes ​ 618 ​ 2,151 ​ 320 Net derivative activities, net of taxes ​ 1,754 ​ 1,782 ​ 5,747 Total other comprehensive income (loss) ​ 76,608 ​ (170,782) ​ 109,700 Comprehensive income ​ $ 2,574,855 ​ $ 2,491,645 ​ $ 2,638,126 ​ See Notes to Consolidated Financial Statements. ​ ​ 48 48 Table of ContentsAutoZone, Inc. Consolidated Balance Sheets​​​​​​​​​August 30,​August 31,(in thousands)​2025​2024​​​​​​​Assets​​​ ​ Current assets:​​​ ​ Cash and cash equivalents​$ 271,803​$ 298,172Accounts receivable​ 670,137​ 545,575Merchandise inventories​ 7,025,688​ 6,155,218Other current assets​ 373,751​ 307,794Total current assets​ 8,341,379​ 7,306,759​​​​​​​Property and equipment:​​​​​​Land​ 1,474,433​ 1,390,713Buildings and improvements​ 5,793,043​ 5,124,448Equipment​ 3,558,814​ 3,308,967Leasehold improvements​ 1,082,339​ 922,466Construction in progress​ 643,699​ 558,531Property and equipment​ 12,552,328​ 11,305,125Less: Accumulated depreciation and amortization​ (5,489,819)​ (5,121,586)​​ 7,062,509​ 6,183,539​​​​​​​Operating lease right-of-use assets​​ 3,194,666​​ 3,057,780Goodwill​ 302,645​ 302,645Deferred income taxes​ 118,433​ 83,689Other long-term assets​ 335,692​ 242,126Total long-term assets​ 3,951,436​ 3,686,240Total assets​$ 19,355,324​$ 17,176,538​​​​​​​Liabilities and Stockholders' Deficit​​​​​​Current liabilities:​​​​​​Accounts payable​$ 8,025,590​$ 7,355,701Current portion of operating lease liabilities​​ 283,564​​ 266,855Accrued expenses and other​ 1,151,536​ 1,060,746Income taxes payable​ 58,707​ 30,941Total current liabilities​ 9,519,397​ 8,714,243​​​​​​​Long-term debt​ 8,799,775​ 9,024,381Operating lease liabilities, less current portion​​ 3,093,936​​ 2,960,174Deferred income taxes​ 520,510​ 447,067Other long-term liabilities​ 836,019​ 780,287​​​​​​​Commitments and contingencies​​ - ​​ - ​​​​​​​Stockholders' deficit:​​​​​​Preferred stock, authorized 1,000 shares; no shares issued​ - ​ - Common stock, par value $.01 per share, authorized 200,000 shares; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024​ 169​ 175Additional paid-in capital​ 1,843,779​ 1,621,553Retained deficit​ (3,975,852)​ (4,424,982)Accumulated other comprehensive loss​ (285,010)​ (361,618)Treasury stock, at cost​ (997,399)​ (1,584,742)Total stockholders' deficit​ (3,414,313)​ (4,749,614)Total liabilities and stockholders' deficit​$ 19,355,324​$ 17,176,538​See Notes to Consolidated Financial Statements.49 Table of Contents Table of Contents Table of Contents AutoZone, Inc. Consolidated Balance Sheets​​​​​​​​​August 30,​August 31,(in thousands)​2025​2024​​​​​​​Assets​​​ ​ Current assets:​​​ ​ Cash and cash equivalents​$ 271,803​$ 298,172Accounts receivable​ 670,137​ 545,575Merchandise inventories​ 7,025,688​ 6,155,218Other current assets​ 373,751​ 307,794Total current assets​ 8,341,379​ 7,306,759​​​​​​​Property and equipment:​​​​​​Land​ 1,474,433​ 1,390,713Buildings and improvements​ 5,793,043​ 5,124,448Equipment​ 3,558,814​ 3,308,967Leasehold improvements​ 1,082,339​ 922,466Construction in progress​ 643,699​ 558,531Property and equipment​ 12,552,328​ 11,305,125Less: Accumulated depreciation and amortization​ (5,489,819)​ (5,121,586)​​ 7,062,509​ 6,183,539​​​​​​​Operating lease right-of-use assets​​ 3,194,666​​ 3,057,780Goodwill​ 302,645​ 302,645Deferred income taxes​ 118,433​ 83,689Other long-term assets​ 335,692​ 242,126Total long-term assets​ 3,951,436​ 3,686,240Total assets​$ 19,355,324​$ 17,176,538​​​​​​​Liabilities and Stockholders' Deficit​​​​​​Current liabilities:​​​​​​Accounts payable​$ 8,025,590​$ 7,355,701Current portion of operating lease liabilities​​ 283,564​​ 266,855Accrued expenses and other​ 1,151,536​ 1,060,746Income taxes payable​ 58,707​ 30,941Total current liabilities​ 9,519,397​ 8,714,243​​​​​​​Long-term debt​ 8,799,775​ 9,024,381Operating lease liabilities, less current portion​​ 3,093,936​​ 2,960,174Deferred income taxes​ 520,510​ 447,067Other long-term liabilities​ 836,019​ 780,287​​​​​​​Commitments and contingencies​​ - ​​ - ​​​​​​​Stockholders' deficit:​​​​​​Preferred stock, authorized 1,000 shares; no shares issued​ - ​ - Common stock, par value $.01 per share, authorized 200,000 shares; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025; 17,451 shares issued and 16,926 shares outstanding as of August 31, 2024​ 169​ 175Additional paid-in capital​ 1,843,779​ 1,621,553Retained deficit​ (3,975,852)​ (4,424,982)Accumulated other comprehensive loss​ (285,010)​ (361,618)Treasury stock, at cost​ (997,399)​ (1,584,742)Total stockholders' deficit​ (3,414,313)​ (4,749,614)Total liabilities and stockholders' deficit​$ 19,355,324​$ 17,176,538​See Notes to Consolidated Financial Statements. --- ## Modified: Obligations **Key changes:** - Reworded sentence: "1 year 1‑3 years 3‑5 years 5 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt(1) $ 8,848,600 ​ $ 1,598,600 ​ $ 1,050,000 ​ $ 2,800,000 ​ $ 3,400,000 Interest payments(2) ​ 1,951,388 ​ ​ 370,125 ​ ​ 637,175 ​ ​ 489,950 ​ ​ 454,138 Operating leases(3) ​ 4,382,768 ​ ​ 424,466 ​ ​ 891,971 ​ ​ 779,934 ​ ​ 2,286,397 Finance leases(3) ​ 464,987 ​ ​ 112,918 ​ ​ 223,305 ​ ​ 88,985 ​ ​ 39,779 Self-insurance reserves(4) ​ 280,103 ​ ​ 82,630 ​ ​ 105,300 ​ ​ 45,436 ​ ​ 46,737 Construction commitments ​ 130,480 ​ 130,480 ​ ​ - ​ ​ - ​ ​ - Transferable federal tax credits ​ ​ 207,156 ​ ​ 207,156 ​ ​ - ​ ​ - ​ ​ - ​ ​ $ 16,265,482 ​ $ 2,926,375 ​ $ 2,907,751 ​ $ 4,204,305 ​ $ 6,227,051 ​ ​ Our tax liability for uncertain tax positions, including interest and penalties, was $22.3 million at August 30, 2025." - Reworded sentence: "​ Off-Balance Sheet Arrangements The following table reflects outstanding letters of credit and surety bonds as of August 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Other (in thousands) ​" **Prior (2024):** 1 year 1‑3 years 3‑5 years 5 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt(1) $ 9,080,000 ​ $ 1,480,000 ​ $ 1,450,000 ​ $ 2,000,000 ​ $ 4,150,000 Interest payments(2) ​ 2,198,888 ​ ​ 375,625 ​ ​ 653,775 ​ ​ 527,550 ​ ​ 641,938 Operating leases(3) ​ 4,157,877 ​ ​ 391,901 ​ ​ 828,934 ​ ​ 719,996 ​ ​ 2,217,046 Finance leases(3) ​ 461,654 ​ ​ 116,999 ​ ​ 209,841 ​ ​ 92,389 ​ ​ 42,425 Self-insurance reserves(4) ​ 267,779 ​ ​ 82,976 ​ ​ 97,736 ​ ​ 42,585 ​ ​ 44,482 Construction commitments ​ 103,780 ​ 103,780 ​ ​ - ​ ​ - ​ ​ - Other(5) ​ ​ 49,259 ​ ​ 49,259 ​ ​ - ​ ​ - ​ ​ - ​ ​ $ 16,319,237 ​ $ 2,600,540 ​ $ 3,240,286 ​ $ 3,382,520 ​ $ 7,095,891 ​ Our tax liability for uncertain tax positions, including interest and penalties, was $45.4 million at August 31, 2024. Approximately $23.1 million is classified as current liabilities and $22.3 million is classified as long-term liabilities. We did not reflect these obligations in the table above as we are unable to make an estimate of the timing of payments of the long-term liabilities due to uncertainties in the timing and amounts of the settlement of these tax positions. ​ Off-Balance Sheet Arrangements The following table reflects outstanding letters of credit and surety bonds as of August 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Other (in thousands) ​ **Current (2025):** 1 year 1‑3 years 3‑5 years 5 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt(1) $ 8,848,600 ​ $ 1,598,600 ​ $ 1,050,000 ​ $ 2,800,000 ​ $ 3,400,000 Interest payments(2) ​ 1,951,388 ​ ​ 370,125 ​ ​ 637,175 ​ ​ 489,950 ​ ​ 454,138 Operating leases(3) ​ 4,382,768 ​ ​ 424,466 ​ ​ 891,971 ​ ​ 779,934 ​ ​ 2,286,397 Finance leases(3) ​ 464,987 ​ ​ 112,918 ​ ​ 223,305 ​ ​ 88,985 ​ ​ 39,779 Self-insurance reserves(4) ​ 280,103 ​ ​ 82,630 ​ ​ 105,300 ​ ​ 45,436 ​ ​ 46,737 Construction commitments ​ 130,480 ​ 130,480 ​ ​ - ​ ​ - ​ ​ - Transferable federal tax credits ​ ​ 207,156 ​ ​ 207,156 ​ ​ - ​ ​ - ​ ​ - ​ ​ $ 16,265,482 ​ $ 2,926,375 ​ $ 2,907,751 ​ $ 4,204,305 ​ $ 6,227,051 ​ ​ Our tax liability for uncertain tax positions, including interest and penalties, was $22.3 million at August 30, 2025. Approximately $4.2 million is classified as current liabilities and $18.1 million is classified as long-term liabilities. We did not reflect these obligations in the table above as we are unable to make an estimate of the timing of payments of the long-term liabilities due to uncertainties in the timing and amounts of the settlement of these tax positions. ​ Off-Balance Sheet Arrangements The following table reflects outstanding letters of credit and surety bonds as of August 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Other (in thousands) ​ --- ## Modified: Note H - Litigation **Key changes:** - Reworded sentence: "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." **Prior (2024):** The Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company's inventory suppliers, at their sole discretion, to enter into agreements directly with these financial institutions to finance the Company's obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. 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 August 31, 2024 and August 26, 2023, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $4.9 billion and $4.8 billion, respectively, which are included in Accounts payable and $226.7 million and $224.8 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets. 63 63 Table of ContentsNote G - Accrued Expenses and OtherAccrued expenses and other consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Accrued compensation, related payroll taxes and benefits​$ 291,728​$ 343,379Property, sales and other taxes​ 190,317​ 165,731Finance lease liabilities​ 115,559​ 86,916Medical and casualty insurance claims (current portion)​ 107,877​ 127,624Accrued interest​ 88,590​ 54,493Accrued gift cards​ 58,529​ 59,254Accrued sales and warranty returns​ 46,794​ 43,355Other​ 161,352​ 120,089​​$ 1,060,746​$ 1,000,841​​​​​​​​The Company retains a significant portion of the insurance risks associated with workers' compensation, general, product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $7.5 million for auto liability, $21.5 million for property and $2.0 million for general and product liability.Note H - Litigation The Company is involved in various legal proceedings incidental to the conduct of its business, including, but not limited to, claims and allegations related to wage and hour violations, unlawful termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance. The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company's financial condition, results of operations or cash flows.​​​64 Table of Contents Table of Contents Table of Contents Note G - Accrued Expenses and OtherAccrued expenses and other consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Accrued compensation, related payroll taxes and benefits​$ 291,728​$ 343,379Property, sales and other taxes​ 190,317​ 165,731Finance lease liabilities​ 115,559​ 86,916Medical and casualty insurance claims (current portion)​ 107,877​ 127,624Accrued interest​ 88,590​ 54,493Accrued gift cards​ 58,529​ 59,254Accrued sales and warranty returns​ 46,794​ 43,355Other​ 161,352​ 120,089​​$ 1,060,746​$ 1,000,841​​​​​​​​The Company retains a significant portion of the insurance risks associated with workers' compensation, general, product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $7.5 million for auto liability, $21.5 million for property and $2.0 million for general and product liability.Note H - Litigation The Company is involved in various legal proceedings incidental to the conduct of its business, including, but not limited to, claims and allegations related to wage and hour violations, unlawful termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance. The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company's financial condition, results of operations or cash flows.​​​ Note G - Accrued Expenses and OtherAccrued expenses and other consisted of the following:​​​​​​​​ August 31, August 26,(in thousands)​2024​2023​​​​​​​Accrued compensation, related payroll taxes and benefits​$ 291,728​$ 343,379Property, sales and other taxes​ 190,317​ 165,731Finance lease liabilities​ 115,559​ 86,916Medical and casualty insurance claims (current portion)​ 107,877​ 127,624Accrued interest​ 88,590​ 54,493Accrued gift cards​ 58,529​ 59,254Accrued sales and warranty returns​ 46,794​ 43,355Other​ 161,352​ 120,089​​$ 1,060,746​$ 1,000,841​​​​​​​​The Company retains a significant portion of the insurance risks associated with workers' compensation, general, product liability, property and vehicle insurance. A portion of these self-insured losses is managed through a wholly owned insurance captive. The Company maintains certain levels for stop-loss coverage for each self-insured plan in order to limit its liability for large claims. The retained limits per claim type are $2.0 million for workers' compensation, $7.5 million for auto liability, $21.5 million for property and $2.0 million for general and product liability.Note H - 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. 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.​​​ **Current (2025):** 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. 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. ​ 66 66 --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*