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What changed in AutoZone's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AutoZone's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+225 added−211 removedSource: 10-K (2025-10-27) vs 10-K (2024-10-28)

Top changes in AutoZone's 2025 10-K

225 paragraphs added · 211 removed · 195 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

41 edited+11 added−5 removed46 unchanged
Biggest changeOur ESG Report is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference into this or any of our other filings with the Securities and Exchange Commission (“the SEC”). ​ 5 Table of Contents Store Operations At August 31, 2024 our stores were in the following locations: ​ ​ ​ ​ Store ​ ​ Count Alabama 124 Alaska 8 Arizona 172 Arkansas 75 California 670 Colorado 102 Connecticut 59 Delaware 22 Florida 441 Georgia 217 Hawaii 12 Idaho 33 Illinois 249 Indiana 165 Iowa 37 Kansas 56 Kentucky 107 Louisiana 134 Maine 14 Maryland 97 Massachusetts 90 Michigan 223 Minnesota 68 Mississippi 99 Missouri 123 Montana 15 Nebraska 25 Nevada 73 New Hampshire 23 New Jersey 127 New Mexico 64 New York 224 North Carolina 244 North Dakota 7 Ohio 289 Oklahoma 90 Oregon 58 Pennsylvania 241 Puerto Rico 56 Rhode Island 19 Saint Thomas 1 South Carolina 108 South Dakota 10 Tennessee 184 Texas 709 Utah 72 Vermont 2 Virginia 156 Washington 100 Washington, DC 5 West Virginia 45 Wisconsin 79 Wyoming 9 Total Domestic stores 6,432 Mexico 794 Brazil 127 Total stores 7,353 ​ 6 Table of Contents Store Formats Substantially all stores are based on standard store formats, resulting in generally consistent appearance, merchandising and product mix with approximately 90% to 99% of each store’s square footage used as selling space.
Biggest changeOur Corporate Responsibility Report is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference into this or any of our other filings with the Securities and Exchange Commission (the “SEC”). ​ 5 Table of Contents Store Operations At August 30, 2025, our stores were in the following locations: ​ ​ ​ ​ Store ​ ​ Count Alabama 134 Alaska 8 Arizona 173 Arkansas 77 California 681 Colorado 104 Connecticut 59 Delaware 23 Florida 455 Georgia 229 Hawaii 13 Idaho 36 Illinois 251 Indiana 172 Iowa 40 Kansas 58 Kentucky 110 Louisiana 139 Maine 14 Maryland 103 Massachusetts 91 Michigan 225 Minnesota 69 Mississippi 102 Missouri 124 Montana 15 Nebraska 27 Nevada 75 New Hampshire 23 New Jersey 133 New Mexico 67 New York 233 North Carolina 247 North Dakota 8 Ohio 291 Oklahoma 93 Oregon 59 Pennsylvania 255 Puerto Rico 67 Rhode Island 20 Saint Thomas 2 South Carolina 110 South Dakota 10 Tennessee 189 Texas 736 Utah 74 Vermont 2 Virginia 160 Washington 102 Washington, DC 5 West Virginia 45 Wisconsin 80 Wyoming 9 Total Domestic stores 6,627 Mexico 883 Brazil 147 Total stores 7,657 ​ 6 Table of Contents Store Formats Substantially all stores are based on standard store formats, resulting in generally consistent appearance, merchandising and product mix with approximately 90% to 99% of each store’s square footage used as selling space.
In addition to our in-store offerings, we sell our full suite of automotive hard parts, maintenance items, accessories and non-automotive parts through www.autozone.com, for pick-up in store or to be shipped directly to a customer’s home or business, with next day or same day delivery programs in most of our U.S. markets.
In addition to our in-store offerings, we sell our full suite of automotive hard parts, maintenance items, accessories and non-automotive parts through www.autozone.com, for pick-up in store or to be shipped directly to a customer’s home or business, with same day or next day delivery programs in most of our U.S. markets.
AutoZone competes on the basis of customer service, including the knowledge and expertise of our AutoZoners and our ability to provide prompt delivery to commercial customers; merchandise quality, selection and availability; product warranty; store layouts, location and convenience; price; and the strength of our AutoZone brand name, trademarks and service marks.
AutoZone competes on the basis of customer service, including the knowledge and expertise of our AutoZoners and our ability to provide prompt delivery to commercial customers; merchandise quality, selection and availability; product warranty; store layouts, location and convenience; price; and the strength of our AutoZone brand name and quality, trademarks and service marks.
AutoZoners also provide free diagnostic and related services, including check engine and anti-lock braking system light readings through our AutoZone Fix Finder service, testing of starters, alternators and batteries, battery charging and the collection of used oil for recycling. 8 Table of Contents Merchandising The following tables show some of the types of products we sell by major category of items: ​ ​ ​ ​ ​ Failure Maintenance Discretionary A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Starters & Alternators Thermostats Tire Repair Water Pumps ​ Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Cabin, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers ​ Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Tools Towing Vehicle Entertainment Systems Wash & Wax ​ ​ ​ We believe customer satisfaction is often impacted by our ability to promptly provide specific automotive products as requested.
AutoZoners also provide free diagnostic and related services, including check engine and anti-lock braking system light readings through our AutoZone Fix Finder service, testing of starters, alternators and batteries, battery charging and the collection of used oil for recycling. 8 Table of Contents Merchandising The following tables show some of the types of products we sell by major category of items: ​ ​ ​ ​ ​ Failure Maintenance Accessories A/C Compressors Batteries & Accessories Bearings Belts & Hoses Calipers Chassis Clutches CV Axles Engines Fuel Pumps Fuses Ignition Lighting Mufflers Radiators Starters & Alternators Thermostats Tire Repair Water Pumps ​ Antifreeze & Windshield Washer Fluid Brake Drums, Rotors, Shoes & Pads Chemicals, including Brake & Power Steering Fluid, Oil & Fuel Additives Oil & Transmission Fluid Oil, Cabin, Air, Fuel & Transmission Filters Oxygen Sensors Paint & Accessories Refrigerant & Accessories Shock Absorbers & Struts Spark Plugs & Wires Windshield Wipers ​ Air Fresheners Cell Phone Accessories Drinks & Snacks Floor Mats & Seat Covers Interior & Exterior Accessories Mirrors Performance Products Protectants & Cleaners Sealants & Adhesives Steering Wheel Covers Tools Towing Vehicle Entertainment Systems Wash & Wax ​ ​ ​ We believe customer satisfaction is often impacted by our ability to promptly provide specific automotive products as requested.
We utilize in-store signage, creative product placement and promotions to help educate customers about products that they may need. 9 Table of Contents ​ Purchasing and Supply Chain Merchandise is selected and purchased for all stores through our store support centers located in Memphis, Tennessee; Monterrey, Mexico; Sao Paulo, Brazil and Gurugram, India.
We utilize in-store signage, creative product placement and promotions to help educate customers about products that they may need. 9 Table of Contents ​ Purchasing and Supply Chain Merchandise is selected and purchased for all stores through our store support centers located in Memphis, Tennessee; Monterrey, Mexico; Chihuahua, Mexico; Sao Paulo, Brazil and Gurugram, India.
While many of our AutoZoners follow more traditional career paths (e.g., part-time to full-time sales, store manager, district manager, regional manager, vice president), we encourage cross-functional development and support of AutoZoners as they expand their career into other departments and fields of interest within the Company.
While many of our AutoZoners follow more traditional career paths (e.g., part-time to full-time sales, store manager, district manager, regional manager, vice president), we encourage cross-functional development and support of AutoZoners as they expand their careers into other departments and fields of interest within the Company.
We make available on the Investor Relations section of our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon as reasonably feasible after filing or furnishing such documents with the SEC.
We make available on the Investor Relations section of our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably feasible after filing or furnishing such documents with the SEC.
Jackson held a variety of leadership roles at General Electric Company, including Vice President and Chief Financial Officer of a division of General Electric Oil and Gas. Mr. Jackson serves on the Board of Directors for Eli Lilly & Co. ​ Thomas B. Newbern, 62—Chief Operating Officer, Customer Satisfaction Thomas B. Newbern was named Chief Operating Officer in September 2023.
Jackson held a variety of leadership roles at General Electric Company, including Vice President and Chief Financial Officer of a division of General Electric Oil and Gas. Mr. Jackson serves on the Board of Directors for Eli Lilly & Co. ​ Thomas B. Newbern, 63—Chief Operating Officer, Customer Satisfaction Thomas B. Newbern was named Chief Operating Officer in September 2023.
The title of each executive officer includes the words “Customer Satisfaction” which reflects our commitment to customer service. William C. Rhodes, III, 59—Executive Chairman, Customer Satisfaction William C. Rhodes, III was appointed Executive Chairman by the Board of Directors in January 2024 and has been Chairman since 2007. Prior to that, Mr.
The title of each executive officer includes the words “Customer Satisfaction” which reflects our commitment to customer service. William C. Rhodes, III, 60—Executive Chairman, Customer Satisfaction William C. Rhodes, III was appointed Executive Chairman by the Board of Directors in January 2024 and has been Chairman since 2007. Prior to that, Mr.
Many members of our senior leadership team have held positions in multiple areas of the business. We also invest in advanced leadership training to deepen our bench strength and support succession planning. For additional information, see “Store Operations—Store Personnel Training and Incentives” below.
Many members of our senior leadership team have held positions in multiple areas of the business. We also invest in advanced leadership training to deepen our bench strength and support succession planning. For additional information, see “Store Personnel Training and Incentives” below.
Prior to 2005, Mr. Daniele held several other key management positions with the Company. ​ Jamere Jackson, 55—Chief Financial Officer, Customer Satisfaction Jamere Jackson was named Chief Financial Officer in September 2020 and, in that capacity, leads the Finance and Store Development teams . Prior to joining AutoZone, Mr.
Prior to 2005, Mr. Daniele held several other key management positions with the Company. ​ Jamere Jackson, 56—Chief Financial Officer, Customer Satisfaction Jamere Jackson was named Chief Financial Officer in September 2020 and, in that capacity, leads the Finance and Store Development teams . Prior to joining AutoZone, Mr.
In reviewing the vehicle profile, we also consider the number of vehicles that are seven years old and older, or “our kind of vehicles”; these vehicles are generally no longer under the original manufacturers’ warranties and require more maintenance and repair than newer vehicles.
In reviewing the vehicle profile, we also consider the number of vehicles that are seven years old and older, or “our kind of vehicles;” these vehicles are generally no longer under the original manufacturers’ warranties and require more maintenance and repair than newer vehicles.
Patent and Trademark Office as well as in certain other countries, including without limitation: “AutoZone,” “Get in the Zone,” “Duralast,” “Econocraft,” “ProElite,” “ShopPro,” “SureBilt,” “TotalPro,” “TruGrade,” “Valucraft,” and “ALLDATA,” along with variations of these trademarks.
Patent and Trademark Office as well as in certain other countries, including without limitation: “AutoZone,” “AutoZone Rewards,” “Get in the Zone,” “Zone,” “Duralast,” “Econocraft,” “ProElite,” “ShopPro,” “SureBilt,” “TotalPro,” “TruGrade,” “Valucraft,” and “ALLDATA,” along with variations of these trademarks.
Additionally, we have three mega hub stores in Mexico. Hub and mega hub stores work in concert with other stores to drive customer satisfaction through improved local parts availability and expanded product assortments.
Additionally, we have eight mega hub stores in Mexico. Hub and mega hub stores work in concert with other stores to drive customer satisfaction through improved local parts availability and expanded product assortments.
Daniele III, 55—President and Chief Executive Officer, Customer Satisfaction Philip B. Daniele III was appointed President and Chief Executive Officer and was also appointed to serve on the Board in January 2024. Prior to his appointment as President and Chief Executive Officer, Mr. Daniele was named CEO-Elect in June 2023. Prior to that, Mr.
Daniele III, 56—President and Chief Executive Officer, Customer Satisfaction Philip B. Daniele III was appointed President and Chief Executive Officer and appointed to serve on the Board in January 2024. Prior to his appointment as President and Chief Executive Officer, Mr. Daniele was named CEO-Elect in June 2023. Prior to that, Mr.
Jackson served as Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc., a worldwide rental company, since 2018. From 2014 to 2018, Mr. Jackson served as Chief Financial Officer of Nielsen Holdings plc, an information, data and measurement company. Prior to 2014, Mr.
Jackson served as Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc., a global rental company, from 2018 to 2020. From 2014 to 2018, Mr. Jackson served as Chief Financial Officer of Nielsen Holdings plc, an information, data and measurement company. Prior to 2014, Mr.
Store Development The following table reflects our store development during the past five fiscal years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2024 2023 2022 2021 2020 Stores: Beginning 7,140 6,943 6,767 6,549 6,411 New 217 198 177 219 138 Closed 4 1 1 1 — Net new 213 197 176 218 138 Relocated 6 12 13 12 5 Ending 7,353 7,140 6,943 6,767 6,549 ​ We believe expansion opportunities exist in markets we do not currently serve, as well as in markets where we can achieve a larger presence.
Store Development The following table reflects our store development during the past five fiscal years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2025 2024 2023 2022 2021 Stores: Beginning 7,353 7,140 6,943 6,767 6,549 New 305 217 198 177 219 Closed 1 4 1 1 1 Net new 304 213 197 176 218 Relocated 9 6 12 13 12 Ending 7,657 7,353 7,140 6,943 6,767 ​ We believe expansion opportunities exist in markets we do not currently serve, as well as in markets where we can achieve a larger presence.
As part of our program, we offer credit and delivery to our customers, as well as online ordering through www.autozonepro.com or through the AutoZone Pro mobile application. Through our hub and mega hub stores, we offer a greater range than our satellite stores of parts and products desired by 7 Table of Contents professional technicians.
As part of our program, we offer prompt delivery to our customers and commercial credit, as well as online ordering through www.autozonepro.com or through the AutoZone Pro mobile application. Through our hub and mega hub stores, we offer a larger assortment than our satellite stores of parts and 7 Table of Contents products desired by professional technicians.
Aligned with our values, we strive to continually monitor our working and shopping environment to keep our AutoZoners and customers as safe as possible. ​ Additional information about our human capital resources can be found in our most recent Environmental, Social & Governance (“ESG”) Report, which is available on our website.
Aligned with our values, we strive to continually monitor our working and shopping environment to keep our AutoZoners and customers as safe as possible. ​ Additional information about our human capital resources can be found in our most recent Corporate Responsibility Report, which is available on our website.
Additionally, we have offices in Shanghai, China and Istanbul, Turkey to support our global sourcing efforts. In fiscal 2024, one class of similar products accounted for approximately 15 percent of our total revenues and one individual vendor provided 12 percent of our total purchases.
Additionally, we have offices in Shanghai, China and Istanbul, Turkey to support our global sourcing efforts. In fiscal 2025, one class of similar products accounted for approximately 14 percent of our total revenues, and one individual vendor provided 13 percent of our total purchases.
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 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.
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.
Smith was named Senior Vice President – Human Resources in December 2015. Mr. Smith has been an AutoZoner since 1985, previously holding the position of Divisional Vice President – Store Operations since 1997. Prior to that, Mr. Smith served in various key positions within the Company. ​
Smith has been an AutoZoner since 1985, previously holding the position of Divisional Vice President – Store Operations since 1997. Prior to that, Mr. Smith served in various key positions within the Company. ​
Stores are replenished primarily by the nearest distribution center but also typically have same-day access to one of our 327 domestic and 46 international hub stores’ expanded inventory assortment. As a subset of our domestic hub stores, we ended fiscal 2024 with 109 mega hub stores, an increase of 11 since the end of fiscal 2023.
Stores are replenished primarily by the nearest distribution center but also typically have same-day access to one of our 367 domestic and 53 international hub stores’ expanded inventory assortment. As a subset of our domestic hub stores, we ended fiscal 2025 with 133 mega hub stores, an increase of 24 since the end of fiscal 2024.
Item 1. Business Introduction AutoZone, Inc. (“AutoZone,” the “Company,” “we,” “our” or “us”) is 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 United States (“U.S.”), 794 stores in Mexico and 127 stores in Brazil.
Item 1. Business Introduction AutoZone, Inc. (“AutoZone,” the “Company,” “we,” “our” or “us”) is 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 United States (“U.S.”), 883 stores in Mexico and 147 stores in Brazil.
Each store carries the same basic products, but we tailor our hard parts inventory to the makes and models of the vehicles in each store’s trade area and tailor the remaining store’s assortment to the local demographics.
Each store carries the same basic products, but we tailor our hard parts inventory to the makes and models of the vehicles in each store’s trade area and tailor the remaining store’s assortment to the local demographics. Our hub and mega hub stores carry a larger assortment of products that are available to customers of the surrounding local stores.
About 90 percent of our AutoZoners were employed in stores or in direct field supervision, approximately 6 percent in distribution centers and approximately 4 percent in store support and other functions. Included in the above numbers are approximately 17,500 AutoZoners employed in our international operations.
Approximately 91 percent of our AutoZoners were employed in stores or in direct field supervision, approximately six percent in distribution centers and approximately three percent in store support and other functions. Included in the above numbers are approximately 19,000 AutoZoners employed in our international operations.
Bedsole was named Senior Vice President, General Counsel & Secretary in April 2023. Prior to joining AutoZone, Ms. Bedsole was a partner with the law firm of Baker, Donelson, Bearman, Caldwell and Berkowitz P.C. since 2011, where she chaired the Labor and Employment practice group. ​ K.
Bedsole was a partner with the law firm of Baker, Donelson, Bearman, Caldwell and Berkowitz P.C. since 2011, where she chaired the Labor and Employment practice group. ​ K. Michelle Borninkhof, 51 — Senior Vice President and Chief Information Officer, Customer Satisfaction K. Michelle Borninkhof was named Senior Vice President and Chief Information Officer in April 2021.
Government Relations We are subject to numerous federal, state, and local laws and regulations, many of which are complex, frequently changing and subject to varying interpretations.
Government Relations As a company with global operations, we are subject to the federal, state, and local laws and regulations, in the jurisdictions in which we operate, many of which are complex, frequently changing and subject to varying interpretations.
The BRGs are open to all AutoZoners. ​ Health and Safety We are committed to providing a safe working and shopping environment for our AutoZoners and customers.
We also recognize AutoZoners for their years of service to the organization and our customers. ​ Health and Safety We are committed to providing a safe working and shopping environment for our AutoZoners and customers.
Pricing We want to be the value leader in our industry, by consistently providing quality merchandise at the right price, backed by a satisfactory warranty and outstanding customer service. For many of our products, we offer multiple value choices in a good/better/best assortment, with appropriate price and quality differences from the “good” products to the “better” and “best” products.
For many of our products, we offer multiple value choices in a good/better/best assortment, with appropriate price and quality differences from the “good” products to the “better” and “best” products.
Jaycox served as Senior Vice President and Chief Commercial Officer for United States Steel Corporation where he was responsible for their commercial functions, customer value creation, pricing and revenue growth. Prior to that, Mr. Jaycox served as Vice President of Transformation at Sysco Corporation, where he led numerous sales, digital transformation and supply chain initiatives. Lindsay W.
Jaycox was named Senior Vice President – Commercial in July 2024. From 2020 to 2024, Mr. Jaycox served as Senior Vice President and Chief Commercial Officer for United States Steel Corporation where he was responsible for their commercial functions, customer value creation, pricing and revenue growth. Prior to that, Mr.
Borninkhof spent 11 years with Walmart Stores holding various leadership roles including Vice President – International Technology Delivery. Throughout her career, Ms. Borninkhof held various roles in store retail, distribution center operations and process improvement. Eric S. Gould, 55—Senior Vice President – Supply Chain, Customer Satisfaction Eric S. Gould was named Senior Vice President – Supply Chain in February 2021.
Prior to joining AutoZone, Ms. Borninkhof was Chief Information Officer and Vice President for U.S. Technology at McDonald’s since 2018. Prior to joining McDonald’s, Ms. Borninkhof spent 11 years with Walmart Stores holding various leadership roles including Vice President – International Technology Delivery. Throughout her career, Ms. Borninkhof held various roles in store retail, distribution center operations and process improvement.
We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities and by leveraging our business resource groups (“BRGs”) to support AutoZoners across the organization contribute their voices, time, and talent to helping other AutoZoners succeed in their careers. ​ As of August 31, 2024, we employed approximately 126,000 AutoZoners, approximately 60 percent of whom were employed full-time and the remaining 40 percent were employed part-time.
We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities. ​ As of August 30, 2025, we employed approximately 130,000 AutoZoners, approximately 60 percent of whom were employed full-time and the remaining 40 percent were employed part-time.
Human Capital Resources We believe the foundation of our success is our culture, which is rooted in our Pledge and Values and defines how our employees (“AutoZoners”) take care of customers and fellow AutoZoners. Each AutoZoner works hard to Live the Pledge, share their passion for WOW!
Our Pledge and Values define how our employees (“AutoZoners”) take care of customers and fellow AutoZoners by fostering a strong, unique culture of teamwork and customer service. Each AutoZoner works hard to Live the Pledge, remain committed to our values, share their passion for WOW!
Hurtado held different positions with RadioShack including Director General in Mexico and General Manager in Venezuela. Kenneth E. Jaycox, 56 — Senior Vice President – Commercial, Customer Satisfaction Kenneth E. Jaycox was named Senior Vice President – Commercial in July 2024. From 2020 to 2024, Mr.
Hurtado has served in various capacities within the Company since 2001, which included leading the Company’s expansion in Mexico. Prior to 2001, Mr. Hurtado held different positions with RadioShack including Director General in Mexico and General Manager in Venezuela. Kenneth E. Jaycox, 57 — Senior Vice President – Commercial, Customer Satisfaction Kenneth E.
Hackney’s career with AutoZone began in 1983, and he has held several key management roles within the Company, including Senior Vice President – Merchandising, Vice President – Store Operations Support and Vice President – Merchandising. Jennifer M. Bedsole, 53—Senior Vice President, General Counsel & Secretary, Customer Satisfaction Jenna M.
Hackney served as Senior Vice President – Merchandising, since rejoining the Company in October 2022 after a brief retirement. Mr. Hackney’s career with AutoZone began in 1983, and he has held several key management roles within the Company, including Senior Vice President – Merchandising, Vice President – Store Operations Support and Vice President – Merchandising. Eric S.
Hackney, 59—Executive Vice President – Merchandising, Marketing and Supply Chain, Customer Satisfaction William R. Hackney was named Executive Vice President – Merchandising, Marketing and Supply Chain in September 2023. Prior to that, Mr. Hackney served as Senior Vice President – Merchandising, since rejoining the Company in October 2022 after a brief retirement. Mr.
Hackney, 60—Executive Vice President – Merchandising, Marketing and Supply Chain, Customer Satisfaction William R. Hackney was named Executive Vice President – Merchandising, Marketing and Supply Chain in September 2023, and has notified the Company of his intent to retire effective prior to the end of the 2025 calendar year. Prior to that, Mr.
From 2017 to 2021, Mr. Gould served as Vice President – Supply Chain Replenishment. Prior to that, Mr. Gould held several key management positions with the Company, including Vice President – Commercial, Commercial Support and Merchandising Pricing & Analysis. Domingo J. Hurtado, 63—Senior Vice President – International, Customer Satisfaction Domingo J.
Childress held several key management positions with the Company, including Director – Merchandising, Commercial Merchandising, and Commercial Pricing. Domingo J. Hurtado, 64—Senior Vice President – International, Customer Satisfaction Domingo J. Hurtado Rodríguez was named Senior Vice President – International in September 2018. Prior to that, Mr. Hurtado was President – AutoZone de México. Mr.
Lehman, 46 — Senior Vice President – Marketing, Customer Satisfaction Lindsay Lehman was named Senior Vice President – Marketing in November 2023, where she leads the Marketing and E-commerce teams. Prior to that, Ms. Lehman held the role of Vice President – Marketing for AutoZone. Prior to joining AutoZone in 2020, Ms.
Prior to that, Ms. Lehman held the role of Vice President – Marketing for AutoZone. Prior to joining AutoZone in 2020, Ms. Lehman served as Senior Vice President, Marketing at Norwegian Cruise Line Holdings, where she was responsible for global marketing, digital and analytics functions. Ms.
Lehman served as Senior Vice President, Marketing at Norwegian Cruise Line Holdings, where she was responsible for global marketing, digital and analytics functions. Ms. Lehman previously held roles of increasing responsibility at Kraft Foods, Hearst Corporation and Goldman Sachs. ​ 12 Table of Contents Dennis W. LeRiche, 56—Senior Vice President – Store Operations, Customer Satisfaction Dennis W.
Lehman previously held roles of increasing responsibility at Kraft Foods, Hearst Corporation and Goldman Sachs. ​ Dennis W. LeRiche, 57—Senior Vice President – Store Operations, Customer Satisfaction Dennis W. LeRiche was named Senior Vice President – Store Operations in June 2021. From 2015 to 2021, Mr. LeRiche was a Divisional Vice President – Store Operations. Prior to 2015, Mr.
LeRiche was named Senior Vice President – Store Operations in June 2021. From 2015 to 2021, Mr. LeRiche was a Divisional Vice President – Store Operations. Prior to 2015, Mr. LeRiche held several other key management positions with the Company. ​ Richard C. Smith, 60—Senior Vice President – Human Resources, Customer Satisfaction Richard C.
LeRiche held several other key management positions with the Company. ​ M. Denise McCullough, 53—Senior Vice President – Supply Chain, Customer Satisfaction M. Denise McCullough was named Senior Vice President – Supply Chain in August 2025. From 2022 to 2025, Ms. McCullough was Vice President – Transportation. Ms.
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We also recognize AutoZoners for their years of service to the organization and our customers. ​ Diversity, Equity and Inclusion (“DEI”) “Embraces Diversity” is one of our Values, and we believe a diverse workforce has made meaningful contributions to our success.
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Human Capital Resources We believe the foundation of our success is our culture, which is deeply rooted in our Pledge and Values: Puts Customers First, Cares About People, Strives for Exceptional Performance, Energizes Others, Embraces Diversity and Helps Teams Succeed.
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Our DEI efforts influence and inform many parts of our human capital management efforts including talent acquisition, retention, professional development and workforce management. Our first BRG was established in 2014 (AutoZone Women’s Initiative). Since then, five other BRGs now exist to help AutoZoners across the organization grow and succeed in their careers.
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We are continuously updating the products we offer to ensure our inventory matches the products our customers need or desire. Pricing We want to be the value leader in our industry, by consistently providing quality merchandise at the right price, backed by a satisfactory warranty and outstanding customer service.
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Our hub stores (including mega hub stores, which carry an even broader assortment) carry a larger assortment of products that are available to customers of the surrounding local stores. We are continuously updating the products we offer to ensure our inventory matches the products our customers need or desire.
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Gould, 56—Executive Vice President – Merchandising, Marketing and Supply Chain, Customer Satisfaction Eric S. Gould was named Executive Vice President – Merchandising, Marketing and Supply Chain in August 2025. From 2021 to 2025, Mr. Gould served as Senior Vice President – Supply Chain. Prior to that, Mr.
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Michelle Borninkhof, 50 — Senior Vice President and Chief Information Officer, Customer Satisfaction K. Michelle Borninkhof was named Senior Vice President and Chief Information Officer in April 2021. Prior to joining AutoZone, Ms. Borninkhof was Chief Information Officer and Vice President for U.S. Technology at McDonald’s since 2018. Prior to joining McDonald’s, Ms.
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Gould held several key management positions with the Company, including Vice President – Supply Chain Replenishment and Vice President – Commercial, Commercial Support and Merchandising Pricing & Analysis. Jennifer M. Bedsole, 54—Senior Vice President, General Counsel & Secretary, Customer Satisfaction Jennifer M. Bedsole was named Senior Vice President, General Counsel & Secretary in April 2023. Prior to joining AutoZone, Ms.
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Hurtado Rodríguez was named Senior Vice President – International in September 2018. Prior to that, Mr. Hurtado was President – AutoZone de México. Mr. Hurtado has served in various capacities within the Company since 2001, which included leading the Company’s expansion in Mexico. Prior to 2001, Mr.
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Bailey L. Childress, 36—Senior Vice President – Omnichannel and Merchandising Support, Customer Satisfaction Bailey L. Childress was named Senior Vice President – Omnichannel and Merchandising Support in December 2024. From 2022 to 2024, Mr. Childress served as Vice President – Merchandising Pricing and Analysis. Prior to that, Mr.
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Jaycox served as Vice President of Transformation at Sysco Corporation, where he led numerous sales, digital transformation and supply chain initiatives. Eric J. Leef, 51—Senior Vice President, Human Resources, Customer Satisfaction Eric J. Leef was named Senior Vice President – Human Resources in August 2025. Prior to joining AutoZone, Mr.
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Leef was Executive Vice President and Chief Human Resources Officer for Hertz Global since 2021. He joined Hertz as Senior Vice President, Chief Human Resources Officer in September 2020. Prior to joining Hertz Global, 12 Table of Contents Mr. Leef was Chief Human Resources Officer at Atria Senior Living Community. Prior to that, Mr.
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Leef spent 16 years at GE and GE Appliances, a Haier Company, holding various HR leadership roles supporting supply chain, technology and consumer service divisions. ​ Lindsay W. Lehman, 47 — Senior Vice President – Marketing, Customer Satisfaction Lindsay W. Lehman was named Senior Vice President – Marketing in November 2023, where she leads the Marketing and E-commerce teams.
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McCullough has been an AutoZoner since 2001, previously serving as Vice President, Replenishment in 2021. Prior to that, Ms. McCullough served in various key positions within the Company. ​ Lucas J. Rauch, 45—Senior Vice President – Merchandising and Global Sourcing, Customer Satisfaction Lucas J. Rauch was named Senior Vice President – Merchandising and Global Sourcing in December 2024. Mr.
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Rauch joined AutoZone in 2024 as Vice President – Merchandising. Prior to joining AutoZone, Mr. Rauch held several roles at Walgreens, including Chief Merchandising Officer, General Manager, Owned Brands, and Vice President, Commercial Strategy. Prior to joining Walgreens, Mr. Rauch worked for Deloitte Consulting, leading various strategic projects across marketing, technology, and retail. ​ Richard C.
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Smith, 61—Senior Vice President – Human Resources, Customer Satisfaction Richard C. Smith was named Senior Vice President – Human Resources in December 2015, and has notified the Company of his intent to retire effective around the beginning of the 2026 calendar year. Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur expansion into international markets may be adversely affected by local laws and customs, U.S. laws applicable to foreign operations, and political and socio-economic conditions as well as our general ability to compete effectively and provide superior customer service regardless of distance, language and cultural differences. ​ Risks inherent in international operations also include potential adverse tax consequences, potential changes to trade policies and trade agreements, compliance with the Foreign Corrupt Practices Act and local anti-bribery and anti-corruption laws, greater difficulty in obtaining and enforcing intellectual property rights, challenges to identify and gain access to local suppliers, and possibly misjudging the response of consumers in foreign countries to our product assortment and marketing strategy. ​ In addition, our operations in international markets are conducted primarily in the local currency of those countries.
Biggest changeFor example, the sale and distribution of parts and products in Mexico and Brazil requires the ability to adapt our merchandising and marketing strategies to account for, among other things, different vehicles in operation in local markets and different consumer behaviors with respect to aftermarket automotive repair. ​ Our expansion into international markets may also be adversely affected by local laws and customs, U.S. laws applicable to foreign operations, and political and socio-economic conditions as well as our general ability to compete effectively and provide superior customer service regardless of distance, language and cultural differences. ​ Risks inherent in international operations also include potential adverse tax consequences, changes to tariffs, trade policies and trade agreements, compliance with the Foreign Corrupt Practices Act and local anti-bribery and anti-corruption laws, greater difficulty in obtaining and enforcing intellectual property rights, challenges to identify and gain access to local suppliers, and possibly misjudging the response of consumers in foreign countries to our product assortment and marketing strategy. ​ In addition, our operations in international markets are conducted primarily in the local currency of those countries.
Changes to the price or flow of these goods for any reason, such as civil unrest or acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes and other issues, economic conditions and instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials to suppliers, increased import duties or tariffs, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, foreign trade policies, trade sanctions, import limitations on certain types of goods or of goods containing certain materials from other countries, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability.
Changes to the price or flow of these goods for any reason, such as increased import duties or tariffs, foreign trade policies, civil unrest or acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes and other issues, economic conditions and instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, trade sanctions, import limitations on certain types of goods or of goods containing certain materials from other countries, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability.
To the extent our suppliers are subject to added government regulation of their product design and/or manufacturing processes, the cost of the merchandise we purchase may rise. ​ Furthermore, our vendors are impacted by global economic conditions which in turn impact our ability to source merchandise at competitive prices.
To the extent our suppliers are subject to added government regulation of their product design and/or manufacturing processes, the cost of the merchandise we purchase may rise. ​ Furthermore, our vendors are impacted by global economic and geopolitical conditions which in turn impact our ability to source merchandise at competitive prices.
Credit market and other macroeconomic conditions could also have a material adverse effect on the ability of our global and domestic suppliers to finance and operate their businesses. ​ If any of our significant vendors experience financial difficulties or business disruptions or are otherwise unable to deliver merchandise to us on a timely basis, or at all, we could have product shortages in our stores that could adversely affect customers’ perceptions of us and cause us to lose customers and sales. ​ We are subject to risks associated with products sourced outside the U.S. ​ We directly imported approximately 13% of our purchases in fiscal 2024, but many of our domestic vendors directly import their products or components of their products.
Credit market and other macroeconomic conditions could also have a material adverse effect on the ability of our global and domestic suppliers to finance and operate their businesses. ​ If any of our significant vendors experience financial difficulties or business disruptions or are otherwise unable to deliver merchandise to us on a timely basis, or at all, we could have product shortages in our stores that could adversely affect customers’ perceptions of us and cause us to lose customers and sales. ​ We are subject to risks associated with products sourced outside the U.S. ​ We directly imported approximately 13% of our purchases in fiscal 2025, but many of our domestic vendors directly import their products or components of their products.
There can be no assurance that compliance efforts taken by us in good faith will be sufficient, and we may be the subject of an investigation or enforcement action instituted by a state agency or other regulatory body. ​ Indebtedness, Financial and Market Risks We are self-insured for certain costs associated with our operations and an increase in our insurance claims and expenses may have a material negative impact on us. ​ We are self-insured up to certain limits for workers’ compensation, employee group medical, general liability, product liability, property and automobile.
There can be no assurance that compliance efforts taken by us in good faith will be sufficient, and we may be the subject of an investigation or enforcement action instituted by a state agency or other regulatory body. ​ Indebtedness, Financial and Market Risks We are self-insured for certain costs associated with our operations and an increase in our insurance claims and expenses may have a material negative impact on us. ​ We are self-insured up to certain limits for workers’ compensation, employee group medical, general and product liability, property and vehicle claims.
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.
Although we believe we compete effectively in the commercial market on the basis of customer service, merchandise quality, assortment 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.
As a result, we or our service providers have experienced and are likely to again experience one or more errors, interruptions, delays or cessations of service impacting the integrity or availability of our information technology infrastructure.
As a result, we or our service providers have experienced and are likely to again experience one or more errors, interruptions, delays or cessations of service impacting the integrity, performance or availability of our information technology infrastructure.
While such incidents have not been material to date, any future incident could significantly disrupt our operations and key business processes, result in the impairment or loss of critical 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. ​ In addition, our information technology systems, infrastructure and personnel require substantial investments, such as replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring and implementing new systems with new functionality.
While such incidents have not been material to date, any future incident could significantly disrupt our operations and key business processes, result in the impairment or loss of critical 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. ​ In addition, our information technology systems, infrastructure and personnel require ongoing substantial investments, such as replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring and implementing new systems with new functionality, including artificial intelligence.
Material increases in the number of insurance claims, changes to healthcare costs, accident frequency and severity, legal expenses and other factors could result in unfavorable difference between actual self-insurance costs and our reserve estimates.
Material increases in the number of insurance claims, changes to healthcare costs, accident frequency and severity, legal expenses and other factors could result in an unfavorable difference between actual self-insurance costs and our reserve estimates.
As we or our domestic vendors increase the importation of merchandise or components from foreign vendors, these risks are likely to increase. ​ 16 Table of Contents Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business. ​ A disruption to our supply chain or distribution network could adversely affect our ability to receive and distribute inventory in a timely manner, which could result in low inventory availability, lost sales, increased supply chain costs and loss of customer loyalty, among other things.
As we or our domestic vendors increase the importation of merchandise or components from foreign vendors, these risks are likely to increase. ​ 17 Table of Contents Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business. ​ A disruption to our supply chain or distribution network could adversely affect our ability to receive and distribute inventory in a timely manner, which could result in low inventory availability, lost sales, increased supply chain costs and loss of customer loyalty, among other things.
If we are unable to profitably grow our sales with existing commercial customers, our sales growth may be limited. ​ Our business depends upon hiring, training and retaining qualified employees, including members of management and other key personnel. ​ We believe much of our brand value lies in the quality of the approximately 126,000 AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.
If we are unable to profitably grow our sales with existing commercial customers, our sales growth may be limited. ​ Our business depends upon hiring, training and retaining qualified employees, including members of management and other key personnel. ​ We believe much of our brand value lies in the quality of the approximately 130,000 AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.
Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes could adversely impact their effectiveness or could expose us to security and other risks.
Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes could adversely impact their effectiveness and would expose us to security and other risks.
There can be no assurance we will be able 14 Table of Contents to achieve our store expansion goals, manage our growth 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, wholesalers, jobbers, repair shops, auto dealers, online retailers and others in order to increase our commercial market share.
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 wholesalers, jobbers, repair shops, auto dealers, online retailers and others in order to increase our commercial market share.
Our systems and the third-party systems with which we interact are subject to damage, failure or interruption due to various reasons such as: power or other critical infrastructure outages, facility damage, physical theft, telecommunications failures, malware, security incidents, malicious cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware, natural disasters and catastrophic events, inadequate or ineffective redundancy measures; and design or usage errors by AutoZoners, contractors or third-party service providers.
Our systems and the third-party systems with which we interact are subject to damage, failure or interruption due to various reasons such as: power or other 19 Table of Contents critical infrastructure outages, facility damage, physical theft, telecommunications failures, malware, security incidents, malicious cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware, natural disasters and catastrophic events, inadequate or ineffective redundancy measures; and design or usage errors by AutoZoners, contractors or third-party service providers.
These restrictions may cause vehicle owners to rely on dealers to perform maintenance and repairs. ​ ​ These factors could result in a decline in the demand for our products, which could materially adversely affect our business and overall financial condition. ​ 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.
These restrictions may cause vehicle owners to rely on dealers to perform maintenance and repairs. ​ ​ 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 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.
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.
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.
Increased prevalence of electric vehicles, whether due to changes in consumer preferences or regulatory actions incentivizing the purchase of electric vehicles, can result in less frequent parts failures and reduced need for parts. ● the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranties or maintenance offered on new vehicles. 13 Table of Contents ● restrictions on access to telematics and diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation.
Increased prevalence of electric vehicles, whether due to changes in consumer preferences or regulatory actions incentivizing the purchase of electric vehicles, can result in less frequent parts failures and reduced need for parts. ● the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranties or maintenance offered on new vehicles. ● restrictions on access to telematics and diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation.
Furthermore, hardware, software or other IT applications that we or a third party develop for our use have contained and may contain exploitable vulnerabilities, bugs or design defects or may involve other problems that could unexpectedly compromise information security. ​ The cost to remediate and respond to a cyber incident involving unauthorized use, access, damage or loss of systems, data or other information could be significant.
Furthermore, hardware, software or other IT applications that we or a third party develop for our use have contained and may contain exploitable vulnerabilities, bugs or design defects or may involve other problems that could unexpectedly compromise information security. 20 Table of Contents ​ The cost to remediate and respond to a cyber incident involving unauthorized use, access, damage or loss of systems, data or other information could be significant.
In addition, failure to comply with applicable requirements by us or our business partners or third-party service providers or vendors could subject us to fines, sanctions, governmental investigations, lawsuits or reputational damage. ​ Additionally, while we seek to comply with these various laws as they take effect, many of the concepts are novel.
In addition, failure to comply with applicable requirements by us or our business partners or third-party service providers or vendors could subject us to governmental investigations, regulatory enforcement actions, fines, sanctions, lawsuits or reputational damage. ​ Additionally, while we seek to comply with these various laws as they take effect, many of the concepts are novel.
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.
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 violation or change in employment and labor laws (including changes in existing employment benefit programs such as health insurance) could have a material adverse effect on our results of operations, financial condition and cash flows. ​ 15 Table of Contents Our future success depends on the skills and experience of our management and other key personnel.
A violation or change in employment and labor laws (including changes in existing employment benefit programs such as health insurance) could have a material adverse effect on our results of operations, financial condition and cash flows. ​ Our future success depends on the skills and experience of our management and other key personnel.
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.
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.
Failure to attract and retain qualified personnel in key roles could materially adversely affect our operations. ​ Inability to acquire and provide quality merchandise at competitive prices could materially adversely affect our sales and results of operations. ​ We are dependent upon our domestic and international vendors continuing to supply us with quality merchandise at competitive prices and payment terms.
Failure to attract and retain qualified personnel in key roles could materially adversely affect our operations. ​ 16 Table of Contents Inability to acquire and provide quality merchandise at competitive prices could materially adversely affect our sales and results of operations. ​ We are dependent upon our domestic and international vendors continuing to supply us with quality merchandise at competitive prices and payment terms.
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.
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.
As a result, foreign currency exchange rates and fluctuations in those rates may adversely impact our financial performance. ​ Business interruptions may negatively impact our operating hours, operability of our computer and other systems, availability of merchandise and otherwise have a material adverse effect on our sales and our business. ​ Business interruptions including war or acts of terrorism, political or civil unrest, unusual or severe weather conditions such as hurricanes, tornadoes, windstorms, fires, earthquakes and floods, public health crises and other disasters or the threat of any of them, may negatively impact the hours and operations of our stores, distribution centers, store support centers or sourcing offices; may negatively impact our supply chain and distribution network; and may impede our ability to source quality merchandise domestically and outside of the U.S. on favorable terms. 17 Table of Contents ​ In the event commercial transportation is curtailed or substantially delayed, we may have difficulty transporting merchandise to our distribution centers and stores resulting in lost sales and/or a potential loss of customer loyalty.
As a result, foreign currency exchange rates and fluctuations in those rates may adversely impact our financial performance. ​ Business interruptions may negatively impact our operating hours, operability of our computer and other systems, availability of merchandise and otherwise have a material adverse effect on our sales and our business. ​ Business interruptions including war or acts of terrorism, political or civil unrest, unusual or severe weather conditions such as hurricanes, tornadoes, windstorms, fires, earthquakes and floods, public health crises, disruption 18 Table of Contents of critical infrastructure systems, banking systems or utility services and other disasters or the threat of any of them, may negatively impact the hours and operations of our stores, distribution centers, store support centers or sourcing offices; may negatively impact our supply chain and distribution network; and may impede our ability to source quality merchandise domestically and outside of the U.S. on favorable terms. ​ In the event commercial transportation is curtailed or substantially delayed, we may have difficulty transporting merchandise to our distribution centers and stores resulting in lost sales and/or a potential loss of customer loyalty.
To the extent any cyber incident involving our or one of our third-party service provider’s information systems results in the unauthorized access, loss, damage or misappropriation of information, we may be required by law to notify impacted individuals and face substantial 19 Table of Contents liability due to claims arising from customers, financial institutions, AutoZoners, regulatory authorities, payment card issuers and others.
To the extent any cyber incident involving our or one of our customer’s or third-party service provider’s information systems results in the unauthorized access, loss, damage or misappropriation of information, we may be required by law to notify impacted individuals and face substantial liability due to claims arising from customers, financial institutions, AutoZoners, regulatory authorities, payment card issuers and others.
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.
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.
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.
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.
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.
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.
Our business and competitive position may be negatively impacted if we are unable to successfully mitigate the impacts of such disruption to our supply chain or if we are unable to manage such disruptions more effectively than our competitors. ​ In addition, we have made, and plan to continue to make, significant investments in our supply chain, such as the construction of multiple new distribution centers and the execution of various technology initiatives.
Our business and competitive position may be negatively impacted if we are unable to successfully mitigate the impacts of such disruption to our supply chain or if we are unable to manage such disruptions more effectively than our competitors. ​ In addition, we have made, and plan to continue to make, significant investments in our supply chain, such as the construction of multiple new distribution centers which began operations in fiscal 2025 and the execution of various technology initiatives.
The potential effects of the various laws regulating the collection, transfer, use and other types of processing of personal or protected information are far-reaching and may require significant time, resources and costs to comply, may require changes to our existing practices and processes that are not advantageous to our business, and otherwise limit our ability to use data to provide a more personalized customer experience or as otherwise desired.
The potential effects of the various laws regulating the collection, retention, transfer, use, notification, consent and other types of processing of personal or protected information are far-reaching and may require significant time, resources and costs to comply, may require changes to our existing practices and processes that are not advantageous to our business, and otherwise limit our ability to use data to provide a more personalized user experience or as otherwise desired.
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.
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 Table of Contents private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings.
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 Table of Contents borrowing 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.
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 $11.9 billion in fiscal 2019 to $18.5 billion in fiscal 2024, with a compounded annual growth rate of approximately nine percent.
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.
Failure to maintain the security of the personal and other confidential information to which we have access could lead to private litigation, regulatory enforcement actions and reputational harm, all of which would require extensive time and financial resources to resolve and could have a material adverse impact on our business and financial condition. ​ 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, and will continue to attempt to do so as the result of a cyber-attack, employee misconduct, employee error, system vulnerabilities or compromises, fraud, hacking, phishing attempts, malware, ransomware, other malicious codes or other intentional or unintentional acts.
Failure to maintain the security of the personal and other confidential information to which we have access could lead to private litigation, regulatory enforcement actions and reputational harm, all of which would require extensive time and financial resources to resolve and could have a material adverse impact on our business and financial condition. ​ 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, and will continue to attempt to do so as the result of a cyber-attack, misconduct or error by an AutoZoner, job applicant, customer, vendor or third party, system vulnerabilities or compromises, fraud, hacking, phishing attempts, malware, ransomware, other malicious codes or other intentional or unintentional acts.
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.
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 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.
For example, inflation, rising interest rates and disruption to the global supply chain have negatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability.
For example, new or increased tariffs, inflation, rising interest rates and disruption to the global supply chain have negatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability.
We strive to deliver shared value through our business and our diverse stakeholders expect us to make progress in certain ESG priority issue areas.
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 21 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.
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.
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, microeconomic conditions unique to the automotive industry and our ability to expand into international markets.
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.
Although we seek to 18 Table of Contents effectively maintain and safeguard our systems and our data and we seek to ensure our third-party service providers effectively maintain and safeguard their systems and our data, such efforts are not always successful.
Although we seek to effectively maintain and safeguard our systems and our data and we seek to ensure our third-party service providers effectively maintain and safeguard their systems and our data, such efforts are not always successful.
For example, in recent years, ports, rails and domestic long-hauls in the U.S. and elsewhere have been negatively impacted by capacity constraints, congestion and delays, periodic labor disputes, security issues, weather-related events, and natural disasters, which were further exacerbated by the COVID-19 pandemic and other factors beyond our control.
For example, in recent years, ports, rails and domestic long-hauls in the U.S. and elsewhere have been negatively impacted by capacity constraints, congestion and delays, periodic labor disputes, security issues, weather-related events, natural disasters, and other factors beyond our control.
Furthermore, these risks may be amplified if we are unable to diversify our supply chain or rely too heavily on a single country to source our or our vendors’ products. These and other factors affecting our suppliers and our access to products could materially adversely affect our business and financial performance.
Furthermore, these risks may be amplified if we or our domestic vendors are unable to diversify our or their supply chains or rely too heavily on a single country to source our or our vendors’ products. These and other factors affecting our suppliers’ and our access to products could materially adversely affect our business and financial performance.
If we fail to effectively implement these changes, or if our investments in our supply chain initiatives do not provide the anticipated benefits, we could experience sub-optimal inventory levels in our stores or increases in our operating costs, which could adversely affect our sales volume and/or our margins. ​ Our success in international operations is dependent on our ability to manage the unique challenges presented by international markets. ​ The various risks we face in our U.S. operations generally also exist when conducting operations in and sourcing products and materials from outside of the U.S., in addition to the unique costs, risks and difficulties of managing international operations.
If we fail to effectively implement future investments, or if our investments in our supply chain initiatives do not provide the anticipated benefits, we could experience sub-optimal inventory levels in our stores or be required to make further investments, which could adversely affect our sales volume and/or our margins. ​ Our success in international operations is dependent on our ability to manage the unique challenges presented by international markets. ​ The various risks we face in our U.S. operations generally also exist when conducting operations in and sourcing products and materials from outside of the U.S.
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.
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.
These could materially adversely affect our financial condition and operations. ​ Item 1B. Unresolved Staff Comments None.
These could materially adversely affect our financial condition and operations. ​ Item 1B. Unresolved Staff Comments None. 23 Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of same store sales. ​ Our ability to grow depends in part on new store openings, existing store remodels and expansions and effective utilization of our existing supply chain and hub network. ​ We have increased our store count in the past five fiscal years, growing from 6,411 stores at August 31, 2019 to 7,353 stores at August 31, 2024, a compounded annual growth rate of approximately three percent. ​ Achieving our store development and expansion goals 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 and the integration of new stores into existing operations, among other factors.
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.
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.
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.
Our business could also be materially affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business. Strategic and Operational Risks ​ If demand for our products slows, then our business may be materially adversely affected.
Our business could also be materially affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.
Removed
Demand for the products we sell may be affected by a number of factors we cannot control, including: ● the number of older vehicles in service.
Added
Strategic and Operational Risks ​ The current global economic and geopolitical landscape has increased uncertainty about key areas of doing business internationally and may have a negative impact on our business. ​ During fiscal 2025, new global trade tariffs were announced on imports to the United States, including additional tariffs on various countries from which the Company directly or indirectly imports and/or sources merchandise, including Canada, China and Mexico, among others.
Removed
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.
Added
In response, several countries have imposed or threatened reciprocal tariffs on imports from the U.S. and other measures. Various modifications to the U.S. tariffs have been 13 Table of Contents announced, and further changes are expected to be made in the future, including in response to pending litigation, which may include additional sector-based tariffs or other measures.
Added
Additionally, the current administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and amid ongoing discussion and commentary regarding further potentially significant changes to U.S. trade policies, enforcement priorities, sanctions, treaties and tariffs.
Added
As a result of these ongoing developments, significant uncertainty continues with respect to the future economic and political relationship between the U.S. and other countries.
Added
The ultimate impact of tariffs and other trade policies on the Company’s business will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced, revised, or rescinded, to what extent other countries implement tariffs or other measures in response, the overall magnitude and duration of these measures and our ability to mitigate the impacts of such measures more effectively than our competitors.
Added
These developments, or the perception that any of them could occur, may have a material effect on global economic conditions, the stability of global financial markets, or global trade, and may impact the Company’s product cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact the Company’s business, financial condition and results of operations. ​ 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: ● the number of older vehicles in service.
Added
There are also challenges inherent in establishing and managing international operations, in addition to the specific costs, risks and difficulties unique to that market.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur program 22 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.
Biggest changeOur 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.
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.
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 almost 20 years in dedicated Information Security leadership roles.
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. ​ The Audit Committee is responsible for overseeing the company’s enterprise risk management program, including cybersecurity risks.
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 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
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. Properties

Properties — owned and leased real estate

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Biggest changeProperties 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 Store Square ​ ​ Stores ​ Footage (1) Leased 4,081 27,226,410 Owned 3,272 22,190,827 Total 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.
Biggest changeProperties 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 Store Square ​ ​ Stores ​ Footage (1) Leased 4,307 29,029,004 Owned 3,350 22,788,576 Total 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 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 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAdditionally, 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 Table of Contents PART II
Biggest changeAdditionally, 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 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 24 ​ ​ ​ PART II ​ 25 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Reserved 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 25 ​ ​ ​ PART II ​ 26 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShares of common stock repurchased by the Company during the quarter ended August 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total 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 Programs 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.
Biggest changeShares of common stock repurchased by the Company during the quarter ended August 30, 2025, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total 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 Programs 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.
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.
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.
Purchases by executives under the Executive Plan were 540, 689 and 709 shares in fiscal 2024, 2023 and 2022, respectively.
Purchases by executives under the Executive Plan were 246, 540 and 689 shares in fiscal 2025, 2024 and 2023, respectively.
At August 31, 2024, 232,426 shares of common stock were reserved for future issuance under the Executive Plan. 25 Table of Contents Stock Performance Graph 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.
At August 30, 2025, 232,180 shares of common stock were reserved for future issuance under the Executive Plan. 26 Table of Contents Stock Performance Graph 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.
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.
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.
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.
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur 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 Results of Operations The 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 (1) The fiscal year ended August 31, 2024 consisted of 53 weeks.
Biggest changeOur 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 Results of Operations The 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 (1) The fiscal year ended August 31, 2024 consisted of 53 weeks.
Proceeds from the debt issuance were used for general corporate purposes. On July 21, 2023, we issued $450 million in 5.050% Senior Notes due July 2026 and $300 million in 5.200% Senior Notes due August 2033 under the 2022 Shelf Registration Statement.
On July 21, 2023, we issued $450 million in 5.050% Senior Notes due July 2026 and $300 million in 5.200% Senior Notes due August 2033 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used for general corporate purposes.
The standby letters of credit and surety bond arrangements expire within one year but have automatic renewal clauses. 35 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”).
The standby letters of credit and surety bond arrangements expire within one year but have automatic renewal clauses. 37 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”).
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.
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.
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.
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.
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.
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.
Proceeds from the debt issuance were used for general corporate purposes. 33 Table of Contents On January 27, 2023 we issued $450 million in 4.500% Senior Notes due February 2028 and $550 million in 4.750% Senior Notes due February 2033 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used for general corporate purposes.
On January 27, 2023 we issued $450 million in 4.500% Senior Notes due February 2028 and $550 million in 4.750% Senior Notes due February 2033 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used for general corporate purposes.
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.
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.
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.
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.
(5) Rent is multiplied by a factor of six to capitalize operating leases in the determination of pre-tax invested capital. ​ 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) ​ Fiscal 2024 Results of Operations Results of Operations for 53rd Week Fiscal 2024 Results of Operations Excluding 53rd Week ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 18,490,268 ​ $ (365,879) ​ $ 18,124,389 Cost of sales ​ ​ 8,673,216 ​ ​ (176,855) ​ ​ 8,496,361 Gross profit ​ ​ 9,817,052 ​ ​ (189,024) ​ ​ 9,628,028 Operating, selling, general and administrative expenses ​ ​ 6,028,344 ​ ​ (102,278) ​ ​ 5,926,066 EBIT ​ ​ 3,788,708 ​ ​ (86,746) ​ ​ 3,701,962 Interest expense, net ​ ​ 451,578 ​ ​ (9,009) ​ ​ 442,569 Income before taxes ​ ​ 3,337,130 ​ ​ (77,737) ​ ​ 3,259,393 Income tax expense ​ ​ 674,703 ​ ​ (17,024) ​ ​ 657,679 Net income ​ $ 2,662,427 ​ $ (60,713) ​ $ 2,601,714 Diluted earnings per share ​ $ 149.55 ​ $ (3.41) ​ $ 146.14 Recent Accounting Pronouncements ​ See Note A of the Notes to Consolidated Financial Statements for a discussion on recent accounting pronouncements.
(5) Rent is multiplied by a factor of six to capitalize operating leases in the determination of pre-tax invested capital. ​ 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) ​ Fiscal 2024 Results of Operations Results of Operations for 53rd Week Fiscal 2024 Results of Operations Excluding 53rd Week ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 18,490,268 ​ $ (365,879) ​ $ 18,124,389 Cost of sales ​ ​ 8,673,216 ​ ​ (176,855) ​ ​ 8,496,361 Gross profit ​ ​ 9,817,052 ​ ​ (189,024) ​ ​ 9,628,028 Operating, selling, general and administrative expenses ​ ​ 6,028,344 ​ ​ (102,278) ​ ​ 5,926,066 EBIT ​ ​ 3,788,708 ​ ​ (86,746) ​ ​ 3,701,962 Interest expense, net ​ ​ 451,578 ​ ​ (9,009) ​ ​ 442,569 Income before taxes ​ ​ 3,337,130 ​ ​ (77,737) ​ ​ 3,259,393 Income tax expense ​ ​ 674,703 ​ ​ (17,024) ​ ​ 657,679 Net income ​ $ 2,662,427 ​ $ (60,713) ​ $ 2,601,714 Diluted earnings per share ​ $ 149.55 ​ $ (3.41) ​ $ 146.14 Recent Accounting Pronouncements ​ See Note A of the Notes to Consolidated Financial Statements for a discussion on recent accounting pronouncements. 40 Table of Contents Critical Accounting Estimates 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.
As of August 31, 2024, we had no outstanding borrowings and $1.8 million of outstanding letters of credit under the Revolving Credit Agreement. The Revolving Credit Agreement requires that our consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1.
As of August 30, 2025, we had no outstanding borrowings and $1.7 million of outstanding letters of credit under the Revolving Credit Agreement. The Revolving Credit Agreement requires that our consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1.
The 2022 Shelf Registration Statement allows us to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new store or distribution center openings, stock repurchases and acquisitions.
The 2022 Shelf Registration Statement allowed us to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new store or distribution center openings, stock repurchases and acquisitions. Proceeds from the debt issuance were used for general corporate purposes.
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.
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.
For the fiscal year ended August 31, 2024, our adjusted after-tax return on invested capital (“ROIC”), which is a non-GAAP measure, was 49.7% as compared to 55.4% for the prior year. Adjusted ROIC is calculated as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize operating leases).
For the fiscal year ended August 30, 2025, our adjusted after-tax return on invested capital (“ROIC”), which is a non-GAAP measure, was 41.3% as compared to 49.7% for the prior year. Adjusted ROIC is calculated as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to capitalize operating leases).
This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. Our consolidated interest coverage ratio as of August 31, 2024 was 5.4:1.
This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. Our consolidated interest coverage ratio as of August 30, 2025, was 5.1:1.
Cash flow before share repurchases and changes in debt was $1.8 billion, $2.2 billion and $2.6 billion for the fiscal year ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively.
Cash flow before share repurchases and changes in debt was $1.8 billion, $1.8 billion and $2.2 billion for the fiscal year ended August 30, 2025, August 31, 2024 and August 26, 2023, respectively.
From January 1998 to August 31, 2024, we have repurchased a total of 155.2 million shares at an aggregate cost of $37.0 billion. We repurchased 1.1 million, 1.5 million and 2.2 million shares of common stock at an aggregate cost of $3.2 billion, $3.7 billion and $4.4 billion during fiscal 2024, 2023 and 2022, respectively.
From January 1998 to August 30, 2025, we have repurchased a total of 155.6 million shares at an aggregate cost of $38.5 billion. We repurchased 0.4 million, 1.1 million and 1.5 million shares of common stock at an aggregate cost of $1.5 billion, $3.2 billion and $3.7 billion during fiscal 2025, 2024 and 2023, respectively.
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 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%.
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 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%.
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.
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.
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 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.
(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.
(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.
(2) The table below outlines the calculation of rent expense and reconciles rent expense to total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the 53 weeks ended, August 31, 2024, and the 52 weeks ended August 26, 2023, August 27,2022, August 28, 2021 and August 29, 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended (in thousands) ​ August 31, 2024 ​ August 26, 2023 ​ August 27, 2022 ​ August 28, 2021 ​ August 29, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ (3) For fiscal 2024, 2023, 2022, 2021 and 2020, the effective tax rate was 20.2%, 20.2%, 21.1%, 21.1% and 21.8%, respectively.
(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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended August (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 ​ (3) For fiscal 2025, 2024, 2023, 2022 and 2021, the effective tax rate was 20.3%, 20.2%, 20.2%, 21.1% and 21.1%, respectively.
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.
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 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) ​ Commitments ​ ​ ​ ​ 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.
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) ​ Commitments ​ ​ ​ ​ 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.
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.
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 According to the U.S. Department of Transportation – Federal Highway Administration, vehicles are driven an average of approximately 11,000 miles each year.
We plan to continue negotiating extended terms with our suppliers, benefitting our working capital and resulting in a high accounts payable to inventory ratio. We had an accounts payable to inventory ratio of 119.5% at August 31, 2024 and 124.9% at August 26, 2023.
We plan to continue negotiating extended terms with our suppliers, benefitting our working capital and resulting in a high accounts payable to inventory ratio. We had an accounts payable to inventory ratio of 114.2% at August 30, 2025, and 119.5% at August 31, 2024.
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.
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.
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) ​ 2024 (1) 2023 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314 $ 1,732,972 ​ Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ 201,165 ​ Rent expense (2) ​ 447,693 ​ 406,398 ​ 373,278 ​ 345,380 ​ 329,783 ​ Tax effect (3) ​ (181,653) ​ (143,980) ​ (119,197) ​ (114,091) ​ (115,747) ​ Adjusted after-tax return ​ $ 3,380,045 ​ $ 3,097,216 ​ $ 2,875,323 ​ $ 2,596,940 ​ $ 2,148,173 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average debt (4) ​ $ 8,580,659 ​ $ 6,900,354 ​ $ 5,712,301 ​ $ 5,416,471 ​ $ 5,375,356 ​ Average stockholders’ deficit (4) ​ (4,797,747) ​ (4,042,495) ​ (2,797,181) ​ (1,397,892) ​ (1,542,355) ​ Add: Rent x 6 (2)(5) ​ 2,686,158 ​ 2,438,388 ​ 2,239,668 ​ 2,072,280 ​ 1,978,696 ​ Average finance lease liabilities (4) ​ 329,225 ​ 296,599 ​ 284,453 ​ 237,267 ​ 203,998 ​ Invested capital ​ $ 6,798,295 ​ $ 5,592,846 ​ $ 5,439,241 ​ $ 6,328,126 ​ $ 6,015,695 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted after-tax ROIC ​ 49.7 % 55.4 % 52.9 % 41.0 % 35.7 % ​ ​ Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDAR The following table calculates the ratio of adjusted debt to EBITDAR.
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 EBITDAR The following table calculates the ratio of adjusted debt to EBITDAR.
Interest is paid on a semi-annual basis. As of August 31, 2024, we were in compliance with all covenants and expect to remain in compliance with all covenants under our borrowing arrangements.
Interest is paid on a semi-annual basis. 35 Table of Contents As of August 30, 2025, we were in compliance with all covenants and expect to remain in compliance with all covenants under our borrowing arrangements.
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.
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.
As of August 31, 2024, and August 26, 2023, cash and cash equivalents of $99.8 million and $108.5 million, respectively, were held outside of the U.S. and were generally utilized to support the liquidity needs in our foreign operations.
As of August 30, 2025, and August 31, 2024, cash and cash equivalents of $79.1 million and $99.8 million, respectively, were held outside of the U.S. and were generally utilized to support the liquidity needs in our foreign operations.
Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in Debt The 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 Reconciliation of Non-GAAP Financial Measure: Adjusted After-tax ROIC The following table calculates the percentage of ROIC.
Reconciliation of Non-GAAP Financial Measure: Cash Flow Before Share Repurchases and Changes in Debt The 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 Reconciliation of Non-GAAP Financial Measure: Adjusted After-tax ROIC The following table calculates the percentage of ROIC.
Proceeds from the debt issuance were used to repay a portion of our outstanding commercial paper borrowings and for other general corporate purposes. On October 25, 2023, we issued $500 million in 6.250% Senior Notes due November 2028 and $500 million 6.550% Senior Notes due November 2033 under the 2022 Shelf Registration Statement.
On October 25, 2023, we issued $500 million in 6.250% Senior Notes due November 2028 and $500 million 6.550% Senior Notes due November 2033 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used for general corporate purposes.
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.
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.
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) ​ 2024 (1) 2023 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 2,662,427 $ 2,528,426 $ 2,429,604 $ 2,170,314 $ 1,732,972 Add: Interest expense ​ 451,578 ​ 306,372 ​ 191,638 ​ 195,337 ​ 201,165 Income tax expense ​ ​ 674,703 ​ ​ 639,188 ​ ​ 649,487 ​ ​ 578,876 ​ ​ 483,542 EBIT ​ 3,788,708 ​ 3,473,986 ​ 3,270,729 ​ 2,944,527 ​ 2,417,679 Add: Depreciation and amortization expense ​ 549,755 ​ 497,577 ​ 442,223 ​ 407,683 ​ 397,466 Rent expense (2) ​ 447,693 ​ 406,398 ​ 373,278 ​ 345,380 ​ 329,783 Share-based expense ​ 106,246 ​ 93,087 ​ 70,612 ​ 56,112 ​ 44,835 EBITDAR ​ $ 4,892,402 ​ $ 4,471,048 ​ $ 4,156,842 ​ $ 3,753,702 ​ $ 3,189,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt ​ $ 9,024,381 ​ $ 7,668,549 ​ $ 6,122,092 ​ $ 5,269,820 ​ $ 5,513,371 Financing lease liabilities ​ 399,441 ​ 287,618 ​ 310,305 ​ 276,054 ​ 223,353 Add: Rent x 6 (2)(5) ​ 2,686,158 ​ 2,438,388 ​ 2,239,668 ​ 2,072,280 ​ 1,978,696 Adjusted debt ​ $ 12,109,980 ​ $ 10,394,555 ​ $ 8,672,065 ​ $ 7,618,154 ​ $ 7,715,420 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted debt to EBITDAR ​ 2.5 ​ 2.3 ​ 2.1 ​ 2.0 ​ 2.4 ​ ​ 37 Table of Contents (1) The fiscal year ended August 31, 2024, consisted of 53 weeks.
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 $ 2,170,314 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 Table of Contents (1) The fiscal year ended August 31, 2024, consisted of 53 weeks.
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.
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.
A 10% change in our self-insurance liability would have affected net income by approximately $18.8 million for fiscal 2024.
A 10% change in our self-insurance liability would have affected net income by approximately $20.0 million for fiscal 2025.
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.
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 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.
As of August 31, 2024, the $580 million of commercial paper borrowings, the $400 million 3.250% Senior Notes due April 2025 and the $500 million 3.625% Senior Notes due April 2025 were classified as long-term in the Consolidated Balance Sheets as we have the current ability and intent to refinance them on a long-term basis through available capacity in our revolving credit facility.
As of August 30, 2025, the $748.6 million of commercial paper borrowings, the $400 million 3.125% Senior Notes due April 2026 and the $450 million 5.050% Senior Notes due July 2026 were classified as long-term in the Consolidated Balance Sheets as we have the current ability and intent to refinance them on a long-term basis through available capacity in our revolving credit facility.
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 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.
For the fiscal year ended August 31, 2024, our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based compensation expense (“EBITDAR”) ratio was 2.5:1 as compared to 2.3:1 as of the comparable prior year end.
For the fiscal years ended August 30, 2025, and August 31, 2024, our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based compensation expense (“EBITDAR”) ratio was 2.5:1 for both periods.
On July 17, 2023, we repaid the $500 million 3.125% Senior Notes due July 2023. On January 17, 2023, we repaid the $300 million 2.875% Senior Notes due January 2023. On January 18, 2022, we repaid the $500 million 3.700% Senior Notes due April 2022, which were callable at par in January 2022.
On April 18, 2024, we repaid the $300 million 3.125% Senior Notes due April 2024. On July 17, 2023, we repaid the $500 million 3.125% Senior Notes due July 2023. On January 17, 2023, we repaid the $300 million 2.875% Senior Notes due January 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.
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.
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 ​ 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 % ​ (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.
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 ​ 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 % ​ (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.
Our borrowings under our Senior Notes contain minimal covenants, primarily restrictions on liens, sale and leaseback transactions and consolidations, mergers and the sale of assets. All of the repayment obligations under our borrowing arrangements may be accelerated and come due prior to the applicable scheduled payment date if covenants are breached or an event of default occurs.
All of the repayment obligations under our borrowing arrangements may be accelerated and come due prior to the applicable scheduled payment date if covenants are breached or an event of default occurs.
Considering cumulative repurchases as of August 31, 2024 we had $2.2 billion remaining under the Board’s authorization to repurchase our common stock.
Considering cumulative repurchases as of August 30, 2025 we had $632.3 million remaining under the Board’s authorization to repurchase our common stock.
As of August 31, 2024, we had $2.2 billion of availability under our Revolving Credit Agreement, without giving effect to commercial paper borrowings, which would allow us to replace these short-term obligations with a long-term financing facility. On April 18, 2024, we repaid the $300 million 3.125% Senior Notes due April 2024.
As of August 30, 2025, we had $2.2 billion of availability under our Revolving Credit Agreement, which would allow us to replace these short-term obligations with a long-term financing facility. On April 15, 2025, we repaid the $400 million 3.250% Senior Notes due April 2025 and our $500 million 3.625% Senior Notes due April 2025.
On June 28, 2024, we issued $600 million in 5.100% Senior Notes due July 2029 and $700 million 5.400% Senior Notes due July 2034 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 19, 2022 (File No. 333-266209) (the “2022 Shelf Registration Statement”).
On April 14, 2025, we issued $ 500 million 5.125 % Senior Notes due June 2030 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 19, 2022 (File No. 333-266209) (the “2022 Shelf Registration Statement”).
Stock Repurchases During 1998, we announced a program permitting us to repurchase a portion of our outstanding shares not to exceed a dollar maximum established by our Board of Directors (the “Board”).
Stock Repurchases During 1998, we announced a program permitting us to repurchase a portion of our outstanding shares not to exceed a dollar maximum established by our Board of Directors (the “Board”). On June 19, 2024, the Board voted to increase the repurchase authorization by $1.5 billion, bringing the total authorization to $39.2 billion.
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.
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.
As of August 31, 2024, we had no letters of credit outstanding under the letter of credit facility. In addition to the outstanding letters of credit issued under the committed facility discussed above, we had $141.6 million in letters of credit outstanding as of August 31, 2024.
As of August 31, 2024, we had no letters of credit outstanding under the letter of credit facility, which was terminated in September 2024. In addition to the outstanding letters of credit issued under the Revolving Credit Agreement discussed above, we had $149.1 million in letters of credit outstanding as of August 30, 2025.
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 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.
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. 32 Table of Contents Under our 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.
Covenants under our Revolving Credit Agreement include restrictions on liens, a maximum debt to earnings ratio, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances.
(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).
(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).
We also maintain a letter of credit facility that allows us to request the participating bank to issue letters of credit on our behalf up to an aggregate amount of $25 million.
We also maintained a letter of credit facility that allowed us to request the participating bank to issue letters of credit on our behalf up to an aggregate amount of $25 million. The letter of credit facility was in addition to the letters of 34 Table of Contents credit that may be issued under the Revolving Credit Agreement.
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 Quarterly Periods 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.
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.
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 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.
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.
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.
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.
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.
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.
(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.
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 During fiscal 2025, we expect to increase the investment in our business as compared to fiscal 2024.
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.
We plan to continue leveraging our inventory purchases; however, our ability to do so may be limited by our suppliers’ ability to factor their receivables from us. T he 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.
T he 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.
Subsequent to August 31, 2024 and through October 21, 2024, we have repurchased 67,677 shares of common stock at an aggregate cost of $212.0 million.
Subsequent to August 30, 2025, and through October 20, 2025, we have repurchased 51,543 shares of common stock at an aggregate cost of $215.6 million.
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 Table of Contents 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 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.
On November 15, 2022, we 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 we may make one additional request to extend the termination date for an additional period of one year .
Debt Facilities On November 15, 2024, we amended our existing revolving credit facility (as amended from time to time, the “Revolving Credit Agreement”) , to extend the termination date by one year. As amended, the Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable, on November 15, 2028 .
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.
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.
(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.
(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.
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.
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.
We do not derive revenue from automotive repair or installation services. Executive Summary 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!
We do not derive revenue from automotive repair or installation services. Executive Summary 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 .
Although these obligations do not have scheduled maturities, the timing of future payments are predictable based upon historical patterns. Accordingly, we reflect the net present value of these obligations in our Consolidated Balance Sheets. (5) Represents commitments to make additional capital contributions to certain tax credit instruments upon achievement of project milestones.
Although these obligations do not have scheduled maturities, the timing of future payments is predictable based upon historical patterns. Accordingly, we reflect the net present value of these obligations in our Consolidated Balance Sheets. ​ Our tax liability for uncertain tax positions, including interest and penalties, was $22.3 million at August 30, 2025.
(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.
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.
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.
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.
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.
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.
Our investments are expected to be directed primarily to our supply chain initiatives, which include new distribution centers and new stores, including expanded hub stores and mega hub stores.
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.
Considering the cumulative repurchases through October 21, 2024, we have $2.0 billion remaining under the Board’s authorization to repurchase our common stock. 34 Table of Contents Financial Commitments The following table shows our significant contractual obligations as of August 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Payment Due by Period ​ ​ Contractual ​ Less than ​ Between ​ Between ​ Over (in thousands) ​ Obligations 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 ​ (1) Debt balances represent principal maturities, excluding interest, discounts, and debt issuance costs.
Considering the cumulative repurchases and the increase in authorization subsequent to August 30, 2025, and through October 20, 2025, we have $1.9 billion remaining under the Board’s authorization to repurchase our common stock. 36 Table of Contents Financial Commitments The following table shows our significant contractual obligations as of August 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Payment Due by Period ​ ​ Contractual ​ Less than ​ Between ​ Between ​ Over (in thousands) ​ Obligations 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 ​ (1) Debt balances represent principal maturities, excluding interest, discounts, and debt issuance costs.
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.
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.
This growth was driven primarily by the additional 53 rd week sales of $365.9 million, net sales of $292.4 million from new domestic and international stores and a n increase in total company same store sales of 1.4% on a constant currency basis.
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.
On August 1, 2022, we issued $750 million in 4.750% Senior Notes due August 2032 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used for general corporate purposes. The Senior Notes contain a provision that repayment may be accelerated if we experience a change in control (as defined in the agreements).
On June 28, 2024, we issued $600 million in 5.100% Senior Notes due July 2029 and $700 million 5.400% Senior Notes due July 2034 under the 2022 Shelf Registration Statement. Proceeds from the debt issuance were used to repay a portion of our outstanding commercial paper borrowings and for other general corporate purposes.
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.
Approximately $4.2 million is classified as current liabilities and $18.1 million is classified as long-term liabilities.
Removed
(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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThese 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.
Biggest changeUnrealized 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.
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.
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 Interest Rate Risk Our financial market risk results primarily from changes in interest rates.
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
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
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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 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.
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.
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.
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.
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.
Removed
As of August 31, 2024 and August 26, 2023, no such interest rate swaps were outstanding. 39 Table of Contents Unrealized gains and losses on interest rate hedges are deferred in stockholders’ deficit as a component of Accumulated Other Comprehensive Loss.

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