AZO 10-K Annual Report Aug. 29, 2020 | Alphaminr
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AZO 10-K Fiscal year ended Aug. 29, 2020

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AUTOZONE INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Seventh Amended and Restated By-Laws of AutoZone,Inc. Incorporated by reference to Exhibit3.1 to the Current Report on Form8-K dated March19, 2018. 4.1 Indenture dated as of August8, 2003, between AutoZone,Inc. and Bank One Trust Company, N.A. Incorporated by reference to Exhibit4.1 to the Registration Statement on FormS-3 (No.333-107828) filed August11, 2003. 4.2 Officers Certificate dated April24, 2012, pursuant to Section3.2 of the indenture dated August8, 2003, setting forth the terms of the 3.700% Senior Notesdue 2022. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April24, 2012. 4.3 Formof 3.700% Senior Notesdue 2022. Incorporated by reference from the Form8-K dated April24, 2012. 4.4 Officers Certificate dated November13, 2012, pursuant to Section3.2 of the indenture dated August8, 2003, setting forth the terms of the 2.875% Senior Notesdue 2023. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated November13, 2012. 4.5 Formof 2.875% Senior Notesdue 2023. Incorporated by reference from the Form8-K dated November13, 2012. 4.6 Officers Certificate dated April29, 2013, pursuant to Section3.2 of the indenture dated August8, 2003, setting forth the terms of the 3.125% Senior Notesdue 2023. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April29, 2013. 4.7 Formof 3.125% Senior Notesdue 2023. Incorporated by reference to Exhibit4.2 to the Form8-K dated April29, 2013. 4.8 Officers Certificate dated April29, 2015, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 2.500% Senior Notesdue 2021. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April29, 2015. 4.9 Formof 2.500% Senior Notesdated 2021. Incorporated by reference to Exhibit4.3 to the Current Report on Form8-K dated April29, 2015. 4.10 Officers Certificate dated April29, 2015, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.250% Senior Notesdue 2025. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated April29, 2015. 4.11 Formof 3.250% Senior Notesdue 2025. Incorporated by reference to Exhibit4.4 to the Current Report on Form8-K dated April29, 2015. 4.12 Officers Certificate dated April 21, 2016, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 21, 2016. 4.13 Form 3.125% Senior Notes due 2026. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 21, 2016. 4.14 Officers Certificate dated April18, 2017, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.750% Senior Notesdue 2027. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April18, 2017. 4.15 Formof 3.750% Senior Notesdue 2027. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated April18, 2017. 4.16 Officers Certificate dated April18, 2019, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.125% Senior Notesdue 2024. Incorporated by reference to Exhibit4.1 to the Current Report on Form8-K dated April18, 2019. 4.17 Officers Certificate dated April18, 2019, pursuant to Section3.2 of the Indenture dated August8, 2003, setting forth the terms of the 3.750% Senior Notesdue 2029. Incorporated by reference to Exhibit4.2 to the Current Report on Form8-K dated April18, 2019. 4.18 Formof 3.125% Senior Notesdue 2024. Incorporated by reference to Exhibit4.3 to the Current Report on Form8-K dated April18, 2019. 4.19 Formof 3.750% Senior Notesdue 2029. Incorporated by reference to Exhibit4.4 to the Current Report on Form8-K dated April18, 2019. 4.20 Officers Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated March 30, 2020, setting forth the terms of the 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated March 30, 2020. 4.21 Officers Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated March 30, 2020, setting forth the terms of the 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated March 30, 2020. 4.22 Form of 3.625% Note due 2025. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated March 30, 2020. 4.23 Form of 4.000% Note due 2030. Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated March 30, 2020. 4.24 Form of 4.000% Note due 2030. Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K dated March 30, 2020. 4.25 Form of 1.650% Note due 2031. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 14, 2020. 4.26 Form of 1.650% Note due 2031. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated August 14, 2020. 4.27 Officers Certificate dated August 14, 2020, pursuant to Section 3.2 of the Indenture, dated August 14, 2020, setting forth the terms of the 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 14, 2020. 4.28 Description of Securities of AutoZone,Inc. *10.1 Second Amended and Restated 1998 Director Compensation Plan. Incorporated by reference to Exhibit10.2 to the Annual Report on Form10-K for the fiscalyear ended August26, 2000. *10.2 AutoZone,Inc. 2003 Director Compensation Plan. Incorporated by reference to Appendix D to the definitive proxy statement dated November1, 2002, for the Annual Meeting of Stockholders held December12, 2002. *10.3 Third Amendment to the AutoZone,Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit10.1 to the Form8-K dated December12, 2012. *10.4 AutoZone,Inc. 2006 Stock Option Plan. Incorporated by reference to Appendix A to the definitive proxy statement dated October25, 2006, for the Annual Meeting of Stockholders held December13, 2006. *10.5 Formof Stock Option Agreement. Incorporated by reference to Exhibit10.26 to the Annual Report on Form10-K for the fiscalyear ended August25, 2007. *10.6 Amended and Restated AutoZone,Inc. 2003 Director Compensation Plan. Incorporated by reference to Exhibit99.2 to the Current Report on Form8-K dated January4, 2008. *10.7 Formof non-compete and non-solicitation agreement for Section16 executive officers and by AutoZone,Inc. Incorporated by reference to Exhibit99.2 to the Current Report on Form8-K dated February15, 2008. *10.8 Agreement dated February14, 2008, between AutoZone,Inc. and William C. Rhodes,III. Incorporated by reference to Exhibit99.4 to the Current Report on Form8-K dated February15, 2008. *10.9 AutoZone,Inc. 2015 Executive Incentive Compensation Plan incorporated by reference to ExhibitA to the definitive proxy statement dated October27, 2014, for the Annual Meeting of Stockholders held December18, 2014. *10.10 AutoZone,Inc. 2011 Equity Incentive Award Plan, incorporated by reference to ExhibitA to the definitive proxy statement dated October25, 2010, for the Annual Meeting of Stockholders held December15, 2010. *10.11 Formof Stock Option Agreement under the 2006 Stock Option Plan, effective September2010. Incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q dated December16, 2010. *10.12 Formof Stock Option Agreement under the 2006 Stock Option Plan for certain executive officers, effective September2010. Incorporated by reference to Exhibit10.3 to the Quarterly Report on Form10-Q dated December16, 2010. *10.13 Formof Letter Agreement dated as of December14, 2010, amending certain Stock Option Agreements of executive officers. Incorporated by reference to Exhibit10.4 to the Quarterly Report on Form10-Q dated December16, 2010. *10.14 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan. Incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q dated March17, 2011. *10.15 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers effective September27, 2011. Incorporated by reference to Exhibit10.37 to the Annual Report on Form10-K for the fiscalyear ended August27, 2011. *10.16 First Amended and Restated AutoZone,Inc. Enhanced Severance Pay Plan. Incorporated by reference to Exhibit10.4 to the Quarterly Report on Form10-Q dated March17, 2011. *10.17 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan for officers effective September27, 2011. Incorporated by reference to Exhibit10.37 to the Annual Report on Form10-K for the fiscalyear ended August27, 2011. *10.18 Formof Stock Option Agreement under the 2011 Equity Incentive Award Plan for certain executive officers effective September27, 2011. Incorporated by reference to Exhibit10.38 to the Annual Report on Form10-K for the fiscalyear ended August27, 2011. *10.19 Second Amendment to the AutoZone,Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit10.1 to the Current Report on Form8-K dated December14, 2011. *10.20 Offer letter dated August 5, 2020, to Jamere Jackson. Incorporated by reference to Exhibit 10.1 on Form8-K dated September 14, 2020. *10.21 Amended and Restated AutoZone,Inc. Executive Deferred Compensation Plan dated December17, 2013. Incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q dated March25, 2014. *10.22 AutoZone,Inc. Director Compensation Program effective January1, 2020. *10.23 Amended and Restated AutoZone,Inc. 2011 Equity Incentive Award Plan dated December16, 2015. Incorporated by reference to ExhibitA to the definitive proxy statement dated October26, 2015, for the Annual Meeting of Stockholders held December16, 2015. 10.24 Third Amended and Restated Credit Agreement dated as of November18, 2016, among AutoZone,Inc., as Borrower, the lenders party thereto and Bank of America, N.A. as Administrative Agent, incorporated by reference to Exhibit10.1 of the Current Report on Form8-K dated November21, 2016. *10.25 AutoZone,Inc. Sixth Amended and Restated Executive Stock Purchase Plan. Incorporated by reference to ExhibitA to the definitive proxy statement dated October24, 2016, for the Annual Meeting of Stockholders held December14, 2016. 10.26 Master Extension, New Commitment and Amendment Agreement dated as of November 18, 2017 among AutoZone,Inc. as Borrower; Bank of America, N.A. as Administrative Agent and Swingline Lender; JPMorgan Chase Bank, N.A. as Syndication Agent; Merrill Lynch, Pierce, Fenner& Smith Incorporated and J.P. Morgan Chase Bank, N.A. as Joint Lead Arrangers; Merrill Lynch, Pierce, Fenner& Smith Incorporated, J.P. Morgan Chase Bank, N.A., SunTrust Robinson Humphrey,Inc., U.S. Bank National Association, Wells Fargo Securities, LLC and Barclays Capital as Joint Book Runners; SunTrust Bank, U.S. Bank National Association, Wells Fargo Bank, National Association and Barclays Bank PLC as Documentation Agents; and the several lenders party thereto. *10.27 Formof Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2011 Equity Incentive Award Plan for officers effective September27, 2011. Incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q dated December17, 2018. *10.28 364-Day Credit Agreement, dated April 3, 2020, by and among the Company, as borrower, the several lenders from time to time party thereto, and U.S. Bank, National Association., as administrative agent for the lenders. Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated April 7, 2020. 21.1 Subsidiaries of the Registrant. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section1350 as adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section1350 as adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.