In Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A"), we provide a historical and prospective narrative of our
general financial condition, results of operations, liquidity and certain other
factors that may affect the future results of AutoZone, Inc. ("AutoZone" or the
"Company"). The following MD&A discussion should be read in conjunction with our
Condensed Consolidated Financial Statements, related notes to those statements
and other financial information, including forward-looking statements and risk
factors, that appear elsewhere in this Quarterly Report on Form 10-Q, our Annual
Report on Form 10-K for the year ended August 27, 2022 and other filings we

make
with the SEC.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements that
are subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements typically use words such as
"believe," "anticipate," "should," "intend," "plan," "will," "expect,"
"estimate," "project," "positioned," "strategy," "seek," "may," "could" and
similar expressions. These are based on assumptions and assessments made by our
management in light of experience and perception of historical trends, current
conditions, expected future developments and other factors that we believe to be
appropriate. These forward-looking statements are subject to a number of risks
and uncertainties, including without limitation: product demand, due to changes
in fuel prices, miles driven or otherwise; energy prices; weather, including
extreme temperatures, natural disasters and general weather conditions;
competition; credit market conditions; cash flows; access to available and
feasible financing; future stock repurchases; the impact of recessionary
conditions; consumer debt levels; changes in laws or regulations; risks
associated with self-insurance; war and the prospect of war, including terrorist
activity; the impact of public health issues; inflation, including wage
inflation; the ability to hire, train and retain qualified employees;
construction delays; failure or interruption of our information technology
systems; issues relating to the confidentiality, integrity or availability of
information, including due to cyber-attacks; historic growth rate
sustainability; downgrade of our credit ratings; damage to our reputation;
challenges associated with international markets; origin and raw material costs
of suppliers; inventory availability; disruption in our supply chain; impact of
tariffs; impact of new accounting standards; our ability to execute our growth
initiatives; and other business interruptions. Certain of these risks and
uncertainties are discussed in more detail in the "Risk Factors" section
contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year
ended August 27, 2022, and Part II, Item 1A, of our Quarterly Report on Form
10-Q for the quarterly period ended November 19, 2022. These Risk Factors should
be read carefully. Forward-looking statements are not guarantees of future
performance and actual results, developments and business decisions may differ
from those contemplated by such forward-looking statements. Events described
above and in the "Risk Factors" could materially and adversely affect our
business. However, it should be understood that it is not possible to identify
or predict all such risks and other factors that could affect these
forward-looking statements. Forward-looking statements speak only as of the date
made. Except as required by applicable law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

Overview

We are the leading retailer and distributor of automotive replacement parts and
accessories in the Americas. We began operations in 1979 and at February 11,
2023, operated 6,226 stores in the U.S., 707 stores in Mexico and 81 stores in
Brazil. Each store carries an extensive product line for cars, sport utility
vehicles, vans and light trucks, including new and remanufactured automotive
hard parts, maintenance items, accessories and non-automotive products. At
February 11, 2023, in 5,500 of our domestic stores, we had a commercial sales
program that provides commercial credit and prompt delivery of parts and other
products to local, regional and national repair garages, dealers, service
stations and public sector accounts. We also have commercial programs in the
majority of our stores in Mexico and Brazil. We sell the ALLDATA brand
automotive diagnostic, repair and shop management software through
www.alldata.com. Additionally, we sell automotive hard parts, maintenance items,
accessories and non-automotive products through www.autozone.com, and our
commercial customers can make purchases through www.autozonepro.com. We also
provide product information on our Duralast branded products through
www.duralastparts.com. We do not derive revenue from automotive repair or
installation services. Our websites and the information contained therein or
linked thereto are not intended to be incorporated into this report.

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Operating results for the twelve and twenty-four weeks ended February 11, 2023
are not necessarily indicative of the results that may be expected for the
fiscal year ending August 26, 2023. Each of the first three quarters of our
fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17
weeks. The fourth quarters of fiscal 2023 and 2022 each have 16 weeks. Our
business is somewhat seasonal in nature, with the highest sales generally
occurring during the months of February through September, and the lowest sales
generally occurring in the months of December and January.

Executive Summary



Net sales increased 9.5% for the quarter ended February 11, 2023 compared to the
prior year period, which was driven by an increase in domestic same store sales
(sales from stores open at least one year) of 5.3%. Domestic commercial sales
increased 13.1%, which represents approximately 29.5% of our domestic auto parts
sales. Operating profit increased 6.9% to $670.0 million compared to $626.8
million in the prior year period. Net income for the quarter increased 1.0% to
$476.5 million compared to $471.8 million in the prior year period. Diluted
earnings per share increased 10.5% to $24.64 per share from $22.30 per share in
the prior year period.

The above results include a $10.0 million non-cash LIFO charge incurred for the
quarter ended February 11, 2023. Adjusting for the non-cash LIFO charge,
adjusted operating profit increased 8.5%, adjusted net income increased 2.6% and
adjusted diluted earnings per share increased 12.3% compared to the prior year
period. Management believes these non-GAAP financial measures are useful in
providing period-to-period comparisons of the results of our operations. Refer
to the "Reconciliation of Non-GAAP Financial Measures" section for a
reconciliation of these non-GAAP measures to the most comparable GAAP measure.

Our business is impacted by various factors within the economy that affect both
our consumers and our industry, including but not limited to inflation, fuel
costs, wage rates, supply chain disruptions, hiring and other economic
conditions. Given the nature of these macroeconomic factors, we cannot predict
whether or for how long certain trends will continue, nor can we predict to what
degree these trends will impact us in the future.

During the second quarter of fiscal 2023, failure and maintenance related
categories represented the largest portion of our sales mix at approximately 86%
of total sales, which is consistent with the comparable prior year period.
Failure related categories continue to be the largest portion of our sales mix.
We did not experience any fundamental shifts in our category sales mix as
compared to the previous year. Our sales mix can be impacted by weather over a
short-term period. Over the long-term, we believe the impact of weather on our
sales mix is not significant.

The two statistics we believe have the closest correlation to our market growth
over the long-term are miles driven and the number of seven year old or older
vehicles on the road. While over the long-term we have seen a close correlation
between our net sales and the number of miles driven, we have also seen time
frames of minimal correlation in sales performance and miles driven. During the
periods of minimal correlation between net sales and miles driven, we believe
net sales have been positively impacted by other factors, including
macroeconomic factors and the number of seven year old or older vehicles on the
road. The average age of the U.S. light vehicle fleet remains in our industry's
favor as the average age has exceeded 11 years since 2012, according to the
latest data provided by the Auto Care Association. As of January 1, 2022, the
average age of light vehicles on the road was 12.2 years. Since the beginning of
the fiscal year and through December 2022 (latest publicly available
information), miles driven in the U.S. were down 2.6% compared to the same
period in the prior year.

Twelve Weeks Ended February 11, 2023

Compared with Twelve Weeks Ended February 12, 2022



Net sales for the twelve weeks ended February 11, 2023 increased $321.2 million
to $3.7 billion, or 9.5% over net sales of $3.4 billion for the comparable
prior year period. Total auto parts sales increased by 9.6%, primarily driven by
an increase in domestic same store sales of 5.3% and net sales of $75.5 million
from new stores. Domestic commercial sales increased $110.7 million to $954.6
million, or 13.1%, over the comparable prior year period.

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Gross profit for the twelve weeks ended February 11, 2023 was $1.9 billion,
compared with $1.8 billion during the comparable prior year period. Gross
profit, as a percentage of sales, was 52.3% compared to 53.0% during the
comparable prior year period. The decrease in gross margin was impacted by a 27
basis point ($10.0 million) non-cash LIFO charge driven primarily by rising
freight costs, with the remaining decrease resulting primarily from supply chain
costs and accelerated growth in our commercial business.

Operating, selling, general and administrative expenses for the twelve weeks
ended February 11, 2023 were $1.3 billion compared with $1.2 billion during the
comparable prior year period. As a percentage of sales, these expenses were
34.1% compared with 34.4% during the comparable prior year period.

Net interest expense for the twelve weeks ended February 11, 2023, was $65.6
million compared with $42.5 million during the comparable prior year period.
Average borrowings for the twelve weeks ended February 11, 2023 were $6.9
billion, compared with $5.6 billion for the comparable prior year period.
Weighted average borrowing rates were 3.70% and 3.03% for the quarters ended
February 11, 2023 and February 12, 2022, respectively.

Our effective income tax rate was 21.2% of pretax income for the twelve weeks
ended February 11, 2023, and 19.3% for the comparable prior year period. The
increase in the tax rate was primarily attributable to a decreased benefit from
stock options exercised during the twelve weeks ended February 11, 2023. The
benefit of stock options exercised for the twelve week period ended February 11,
2023 was $13.4 million compared to $23.4 million in the comparable prior year
period.

Net income for the twelve weeks ended February 11, 2023 increased by $4.8
million to $476.5 million due to the factors set forth above, and diluted
earnings per share increased by 10.5% to $24.64 from $22.30. Excluding the
non-cash LIFO charge, adjusted net income increased 2.6% to $484.2 million, and
adjusted diluted earnings per share increased 12.3% to $25.04. The impact on
current quarter diluted earnings per share from stock repurchases since the end
of the comparable prior year period was an increase of $0.42.

Twenty-Four Weeks Ended February 11, 2023

Compared with Twenty-Four Weeks Ended February 12, 2022



Net sales for the twenty-four weeks ended February 11, 2023 increased $637.4
million to $7.7 billion, or 9.1% over net sales of $7.0 billion for the
comparable prior year period. Total auto parts sales increased by 9.1%,
primarily driven by an increase in domestic same store sales of 5.5% and net
sales of $147.1 million from new stores. Domestic commercial sales increased
$245.1 million to $2.0 billion, or 14.1%, over the comparable prior year period.

Gross profit for the twenty-four weeks ended February 11, 2023 was $3.9 billion,
compared with $3.7 billion during the comparable prior year period. Gross
profit, as a percentage of sales, was 51.1% compared to 52.7% during the
comparable prior year period. The decrease in gross margin was driven by a 119
basis point ($91.0 million) non-cash LIFO charge driven primarily by rising
freight costs, with the remaining decrease resulting primarily from supply chain
costs and accelerated growth in our commercial business.

Operating, selling, general and administrative expenses for the twenty-four weeks ended February 11, 2023, were $2.5 billion compared with $2.3 billion during the comparable prior year period. As a percentage of sales, these expenses were 33.0% compared with 33.1% during the comparable prior year period.

Net interest expense for the twenty-four weeks ended February 11, 2023, was $123.3 million compared with $85.8 million during the comparable prior year period. Average borrowings for the twenty-four weeks ended February 11, 2023 were $6.5 billion, compared with $5.4 billion for the comparable prior year period. Weighted average borrowing rates were 3.58% and 3.17% for the twenty-four week periods ended February 11, 2023 and February 12, 2022, respectively.



Our effective income tax rate was 20.0% of pretax income for the twenty-four
weeks ended February 11, 2023, and 20.7% for the comparable prior year period.
The decrease in the tax rate was primarily attributable to an increased benefit
from stock options exercised during the twenty-four weeks ended February 11,
2023. The benefit of stock

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options exercised for the twenty-four weeks period ended February 11, 2023 was $43.1 million compared to $34.7 million in the comparable prior year period.



Net income for the twenty-four weeks ended February 11, 2023 decreased by $11.1
million to $1.0 billion due to the factors set forth above, and diluted earnings
per share increased by 8.5% to $52.12 from $48.03. Excluding the non-cash LIFO
charge, adjusted net income increased 5.7% to $1.1 billion, and adjusted diluted
earnings per share increased 16.0% to $55.70. The impact on current year to date
diluted earnings per share from stock repurchases since the end of the
comparable prior year period was an increase of $1.12.

Liquidity and Capital Resources


The primary source of our liquidity is our cash flows realized through the sale
of automotive parts, products and accessories. Our cash flow results benefitted
from the quarter's strong sales and continued progress on our initiatives. We
believe that our cash generated from operating activities and available credit,
supplemented with our long-term borrowings will provide ample liquidity to fund
our operations while allowing us to make strategic investments to support
long-term growth initiatives and return excess cash to shareholders in the form
of share repurchases. As of February 11, 2023, we held $301.3 million of cash
and cash equivalents, as well as $2.2 billion in undrawn capacity on our
Revolving Credit Agreement, before giving effect to commercial paper borrowings.
We believe our sources of liquidity will continue to be adequate to fund our
operations and investments to grow our business, repay our debt as it becomes
due and fund our share repurchases over the short-term and long-term. In
addition, we believe we have the ability to obtain alternative sources of
financing, if necessary. However, decreased demand for our products or changes
in customer buying patterns would negatively impact our ability to generate cash
from operating activities. Decreased demand or changes in buying patterns could
also impact our ability to meet the debt covenants of our credit agreements and,
therefore, negatively impact the funds available under our Revolving Credit
Agreement. In the event our liquidity is insufficient, we may be required to
limit our spending.

For each of the twenty-four week periods ended February 11, 2023 and February 12, 2022, our net cash flows from operating activities provided $1.1 billion.



Our net cash flows used in investing activities for the twenty-four weeks ended
February 11, 2023 were $270.0 million as compared with $211.3 million in the
comparable prior year period. Capital expenditures for the twenty-four weeks
ended February 11, 2023 were $259.2 million compared to $208.1 million in the
comparable prior year period. The increase in capital expenditures was primarily
driven by our growth initiatives, including hub and mega hub expansion projects,
new distribution centers and new stores. During the twenty-four week period
ended February 11, 2023 and February 12, 2022, we opened 71 and 48 net new
stores, respectively. Investing cash flows were impacted by our wholly owned
captive, which purchased $14.0 million and sold $3.5 million in marketable debt
securities during the twenty-four weeks ended February 11, 2023. During the
comparable prior year period, the captive purchased $22.6 million in marketable
debt securities and sold $13.9 million.

Our net cash flows used in financing activities for the twenty-four weeks ended
February 11, 2023 were $844.7 million compared to $1.9 billion in the comparable
prior year period. During the twenty-four weeks ended February 11, 2023, we
received $1.0 billion in debt issuances and repaid our $300 million 2.875%
senior notes due January 2023. During the comparable prior year period, no debt
was issued and we repaid our $500 million 3.700% Senior Notes due April 2022.
Stock repurchases were $1.8 billion in the current twenty-four week period as
compared with $2.5 billion in the comparable prior year period. The treasury
stock repurchases were primarily funded by cash flows from operations. For the
twenty-four week period ended February 11, 2023, our commercial paper activity
resulted in $227.6 million in net proceeds from commercial paper compared to
$1.1 billion commercial paper net proceeds in the comparable prior year period.
Proceeds from the sale of common stock and exercises of stock options for the
twenty-four weeks ended February 11, 2023 and February 12, 2022 provided $72.8
million and $66.5 million, respectively.

During fiscal 2023, we expect to increase the investment in our business as
compared to fiscal 2022. Our investments are expected to be directed primarily
to our supply chain initiatives, which includes expanded hub and mega hubs, as
well as new distribution centers and new stores. The amount of investments in
our new stores is impacted by different factors,

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including whether the building and land are purchased (requiring higher investment) or leased (generally lower investment) and whether such buildings are located in the U.S., Mexico or Brazil, or located in urban or rural areas.


In addition to the building and land costs, our new stores require working
capital, predominantly for inventories. Historically, we have negotiated
extended payment terms from suppliers, reducing the working capital required and
resulting in a high accounts payable to inventory ratio. We plan to continue
leveraging our inventory purchases; however, our ability to do so may be limited
by our vendors' capacity to factor their receivables from us. Certain vendors
participate in arrangements with financial institutions whereby they factor
their AutoZone receivables, allowing them to receive early payment from the
financial institution on our invoices at a discounted rate. The terms of these
agreements are between the vendor and the financial institution. Upon request
from the vendor, we confirm to the vendor's financial institution the balances
owed to the vendor, the due date and agree to waive any right of offset to the
confirmed balances. A downgrade in our credit or changes in the financial
markets may limit the financial institutions' willingness to participate in
these arrangements, which may result in the vendor wanting to renegotiate
payment terms. A reduction in payment terms would increase the working capital
required to fund future inventory investments. Extended payment terms from our
vendors have allowed us to continue our high accounts payable to inventory
ratio. Accounts payable, as a percentage of gross inventory, was 127.7% at
February 11, 2023, compared to 126.8% at February 12, 2022. The increase from
the comparable prior year period was primarily due to recent price inflation.

Depending on the timing and magnitude of our future investments (either in the
form of leased or purchased properties or acquisitions), we anticipate that we
will rely primarily on internally generated funds and available borrowing
capacity to support a majority of our capital expenditures, working capital
requirements and stock repurchases. The balance may be funded through new
borrowings. We anticipate that we will be able to obtain such financing based on
our current credit ratings and favorable experiences in the debt markets in the
past.

For the trailing four quarters ended February 11, 2023, our adjusted after-tax
return on invested capital ("ROIC"), which is a non-GAAP measure, was 54.7% as
compared to 49.4% for the comparable prior year period. Adjusted ROIC is
calculated as after-tax operating profit (excluding rent charges) divided by
invested capital (which includes a factor to capitalize operating leases). We
use adjusted ROIC to evaluate whether we are effectively using our capital
resources and believe it is an important indicator of our overall operating
performance. Refer to the "Reconciliation of Non-GAAP Financial Measures"
section for further details of our calculation.

Debt Facilities


On November 15, 2021, we amended and restated our existing revolving credit
facility (as amended from time to time, the "Revolving Credit Agreement")
pursuant to which our borrowing capacity under the Revolving Credit Agreement
was increased from $2.0 billion to $2.25 billion and the maximum borrowing under
the Revolving Credit Agreement may, at our option, subject to lenders approval,
be increased from $2.25 billion to $3.25 billion. 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. Revolving borrowings under the Revolving Credit Agreement may be base
rate loans, Term SOFR loans, or a combination of both, at our election. The
Revolving Credit Agreement includes (i) a $75 million sublimit for swingline
loans, (ii) a $50 million individual issuer letter of credit sublimit and (iii)
a $250 million aggregate sublimit for all letters of credit.

Under 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.

As of February 11, 2023, we had no outstanding borrowings and $1.8 million of outstanding letters of credit under our Revolving Credit Agreement.

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. The letter of credit facility is in addition to the letters of credit that may



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be issued under the Revolving Credit Agreement. As of February 11, 2023, we had $25.0 million in letters of credit outstanding under the letter of credit facility, which expires in June 2025.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, we had $107.2 million in letters of credit outstanding as of February 11, 2023. These letters of credit have various maturity dates and were issued on an uncommitted basis.


As of February 11, 2023, the $831.0 million commercial paper borrowings and the
$500 million 3.125% Senior Notes due July 2023 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 Agreement. As of February 11, 2023, 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 January 17, 2023, we repaid the $300 million 2.875% Senior Notes due January 2023.



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. Proceeds from
the debt issuance were used to repay a portion of the outstanding commercial
paper borrowings and for other general corporate purposes.

The Senior Notes contain a provision that repayment may be accelerated if we
experience both a change of control (as defined in the agreements) and a rating
event (as defined in the agreements). The Company's borrowings under our Senior
Notes contain minimal covenants, primarily restrictions on liens. All of the
repayment obligations under its 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.

As of February 11, 2023, we were in compliance with all covenants and expect to remain in compliance with all covenants under our borrowing arrangements



Our adjusted debt to earnings before interest, taxes, depreciation,
amortization, rent and share-based compensation expense ("EBITDAR") ratio was
2.3:1 as of February 11, 2023 and was 2.0:1 as of February 12, 2022. We
calculate adjusted debt as the sum of total debt, financing lease liabilities
and rent times six; and we calculate adjusted EBITDAR by adding interest, taxes,
depreciation, amortization, rent, and share-based compensation expense to net
income. Adjusted debt to EBITDAR is calculated on a trailing four quarter basis.
We target our debt levels to a ratio of adjusted debt to EBITDAR in order to
maintain our investment grade credit ratings. We believe this is important
information for the management of our debt levels. We expect the ratio of
adjusted debt to EBITDAR to return to pre-pandemic levels in the future,
increasing debt levels. Once the target ratio is achieved, to the extent
adjusted EBITDAR increases, we expect our debt levels to increase; conversely,
if adjusted EBITDAR decreases, we would expect our debt levels to decrease.
Refer to the "Reconciliation of Non-GAAP Financial Measures" section for further
details of our calculation.

Stock Repurchases

From January 1, 1998 to February 11, 2023, we have repurchased a total of 153.3
million shares of our common stock at an aggregate cost of $31.9 billion,
including 764.3 thousand shares of our common stock at an aggregate cost of $1.8
billion during the twenty-four week period ended February 11, 2023.

On October 4, 2022, the Board voted to authorize the repurchase of an additional
$2.5 billion of our common stock in connection with our ongoing share repurchase
program, which raised the total value of shares authorized to be repurchased to
$33.7 billion. Considering the cumulative repurchases as of February 11, 2023,
we had $1.8 billion remaining under the Board's authorization to repurchase our
common stock.

Subsequent to February 11, 2023 and through March 10, 2023, we have repurchased 83.5 thousand shares of our common stock at an aggregate cost of $210.0 million.



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Off-Balance Sheet Arrangements



Since our fiscal year end, we have canceled, issued and modified stand-by
letters of credit that are primarily renewed on an annual basis to cover
deductible payments to our casualty insurance carriers. Our total stand-by
letters of credit commitment at February 11, 2023, was $133.9 million, compared
with $130.5 million at August 27, 2022, and our total surety bonds commitment at
February 11, 2023, was $45.9 million, compared with $46.0 million at August

27,
2022.

Financial Commitments

Except for the previously discussed Revolving Credit Agreement, the $550 million
4.750% Senior Notes due February 2023 and $450 million 4.500% Senior Notes due
February 2028 debt issuances, and the $300 million 2.875% Senior Notes debt
repayment, there were no significant changes to our contractual obligations as
described in our Annual Report on Form 10-K for the year ended August 27, 2022.

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
GAAP, including Adjusted operating profit, Adjusted net income, Adjusted diluted
earnings per share, Adjusted After-Tax ROIC and Adjusted Debt to EBITDAR.
Non-GAAP financial measures should not be used as a substitute for GAAP
financial measures, or considered in isolation, for the purpose of analyzing our
operating performance, financial position or cash flows. However, we have
presented non-GAAP financial measures, as we believe they provide additional
information that is useful to investors. Additionally, our management uses these
non-GAAP financial measures to review and assess our underlying operating
results and the Compensation Committee of the Board uses select measures to
determine payments of performance-based compensation against pre-established
targets.

Adjusted operating profit, Adjusted net income and Adjusted diluted earnings per
share present our financial results excluding the non-cash LIFO charges, which
vary from period to period, and assist in comparing our current operating
results with past periods and with the operational performance of other
companies in our industry. Adjusted After-Tax ROIC and Adjusted Debt to EBITDAR
provide additional information for determining our optimal capital structure and
are used to assist management in evaluating performance and in making
appropriate business decisions to maximize stockholders' value.

We have included reconciliations of this information to the most comparable GAAP measures in the following reconciliation tables.



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Reconciliation of Non-GAAP Financial Measures: Adjusted operating profit, Adjusted net income and Adjusted diluted earnings per share



The following tables reconcile operating profit, net income, and diluted
earnings per share to adjusted operating profit, adjusted net income and
adjusted diluted earnings per share, which are presented in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for
the twelve and twenty-four week periods ended February 11, 2023 and February 12,
2022.

                                              Twelve Weeks Ended              Twenty-Four Weeks Ended
                                       February 11,      February 12,     February 11,      February 12,
(in thousands, except per share
data)                                      2023              2022             2023              2022

Operating profit (GAAP)               $      669,977    $      626,760    $   1,393,010    $    1,381,245
Cost of sales adjustment:
Non-cash LIFO charge                          10,000                 -           91,000                 -
Adjusted operating profit
(Non-GAAP)                            $      679,977    $      626,760    $

1,484,010 $ 1,381,245


Net income (GAAP)                     $      476,544    $      471,755    $   1,015,862    $    1,026,990
Cost of sales adjustment:
Non-cash LIFO charge                          10,000                 -           91,000                 -
Provision for income taxes on
adjustment(1)                                (2,339)                 -         (21,176)                 -

Adjusted net income (Non-GAAP) $ 484,205 $ 471,755 $

1,085,686 $ 1,026,990



Weighted average shares for basic
earnings per share                            18,705            20,513           18,856            20,750
Effect of dilutive stock
equivalents                                      632               645              635               633
Weighted average shares for
diluted earnings per share                    19,337            21,158           19,491            21,383

Diluted earnings per share (GAAP)     $        24.64    $        22.30    $       52.12    $        48.03
Non-cash LIFO charge, net of tax                0.40                 -     

       3.58                 -
Adjusted diluted earnings per
share (Non-GAAP)                      $        25.04    $        22.30    $       55.70    $        48.03

(1) The income tax impact of non-GAAP adjustments is calculated using the


    estimated tax rate in effect for the respective non-GAAP adjustment.


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Reconciliation of Non-GAAP Financial Measure: Adjusted After-Tax ROIC

The following tables calculate the percentages of adjusted ROIC for the trailing four quarters ended February 11, 2023 and February 12, 2022.



                                     A                B              A-B=C               D                C+D
                                Fiscal Year      Twenty-Four      Twenty-Eight      Twenty-Four      Trailing Four
                                   Ended         Weeks Ended      Weeks Ended       Weeks Ended     Quarters Ended
                                 August 27,     February 12,       August 27,      February 11,      February 11,
(in thousands, except
percentage)                         2022            2022              2022             2023              2023

Net income                      $  2,429,604    $   1,026,990    $    1,402,614    $   1,015,862    $     2,418,476
Adjustments:
Interest expense                     191,638           85,755           105,883          123,332            229,215
Rent expense(1)                      373,278          165,967           207,311          186,987            394,298
Tax effect(2)                      (117,503)         (52,358)          

(65,145) (64,546) (129,691) Adjusted after-tax return $ 2,877,017 $ 1,226,354 $ 1,650,663 $ 1,261,635 $ 2,912,298



Average debt(3)                                                                                     $     6,278,213
Average stockholders'
deficit(3)                                                                                              (3,617,143)
Add: Rent x 6(1)                                                                                          2,365,788
Average finance lease
liabilities(3)                                                                                              294,337
Invested capital                                                                                    $     5,321,195
Adjusted after-tax ROIC                                                                                        54.7 %


                                     A                B              A-B=C               D                C+D
                                Fiscal Year      Twenty-Four      Twenty-Eight      Twenty-Four      Trailing Four
                                   Ended         Weeks Ended      Weeks Ended       Weeks Ended     Quarters Ended
                                 August 28,     February 13,       August 28,      February 12,      February 12,
(in thousands, except
percentage)                         2021            2021              2021             2022              2022

Net income                      $  2,170,314    $     788,379    $    1,381,935    $   1,026,990    $     2,408,925
Adjustments:
Interest expense                     195,337           92,191           103,146           85,755            188,901
Rent expense(1)                      345,380          156,937           188,443          165,967            354,410
Tax effect(2)                      (112,469)         (51,819)          

(60,650) (52,358) (113,008) Adjusted after-tax return $ 2,598,562 $ 985,688 $ 1,612,874 $ 1,226,354 $ 2,839,228



Average debt(3)                                                                                     $     5,433,252
Average stockholders'
deficit(3)                                                                                              (2,069,346)
Add: Rent x 6(1)                                                                                          2,126,460
Average finance lease
liabilities(3)                                                                                              255,497
Invested capital                                                                                    $     5,745,863
Adjusted after-tax ROIC                                                    

                                   49.4 %


                                       25

  Table of Contents

Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDAR

The following tables calculate the ratio of adjusted debt to EBITDAR for the trailing four quarters ended February 11, 2023 and February 12, 2022.



                                          A                B              A-B=C               D                C+D
                                     Fiscal Year      Twenty-Four      Twenty-Eight      Twenty-Four      Trailing Four
                                        Ended         Weeks Ended      Weeks Ended       Weeks Ended     Quarters Ended
                                      August 27,     February 12,       August 27,      February 11,      February 11,
(in thousands, except ratio)             2022            2022              2022             2023              2023

Net income                           $  2,429,604    $   1,026,990    $    1,402,614    $   1,015,862    $     2,418,476
Add: Interest expense                     191,638           85,755           105,883          123,332            229,215
Income tax expense                        649,487          268,500           380,987          253,816            634,803
EBIT                                    3,270,729        1,381,245         1,889,484        1,393,010          3,282,494
Add: Depreciation and
amortization expense                      442,223          199,282           242,941          222,964            465,905
Rent expense(1)                           373,278          165,967           207,311          186,987            394,298
Share-based expense                        70,612           30,738            39,874           42,379             82,253
EBITDAR                              $  4,156,842    $   1,777,232    $   

2,379,610 $ 1,845,340 $ 4,224,950


Debt                                                                                                     $     7,042,302
Financing lease liabilities                                                

                                     290,858
Add: Rent x 6(1)                                                                                               2,365,788
Adjusted debt                                                                                            $     9,698,948

Adjusted debt to EBITDAR                                                                                             2.3


                                          A                B              A-B=C               D                C+D
                                     Fiscal Year      Twenty-Four     

Twenty-Eight Twenty-Four Trailing Four


                                        Ended         Weeks Ended      

Weeks Ended Weeks Ended Quarters Ended


                                      August 28,     February 13,       August 28,      February 12,      February 12,
(in thousands, except ratio)             2021            2021              2021             2022              2022

Net income                           $  2,170,314    $     788,379    $    1,381,935    $   1,026,990    $     2,408,925
Add: Interest expense                     195,337           92,191           103,146           85,755            188,901
Income tax expense                        578,876          216,422           362,454          268,500            630,954
EBIT                                    2,944,527        1,096,992         1,847,535        1,381,245          3,228,780
Add: Depreciation and
amortization expense                      407,683          184,027           223,656          199,282            422,938
Rent expense(1)                           345,380          156,937           188,443          165,967            354,410
Share-based expense                        56,112           24,178            31,934           30,738             62,672
EBITDAR                              $  3,753,702    $   1,462,134    $   

2,291,568 $ 1,777,232 $ 4,068,800


Debt                                                                                                     $     5,840,884
Financing lease liabilities                                                

                                     272,719
Add: Rent x 6(1)                                                                                               2,126,460
Adjusted debt                                                                                            $     8,240,063

Adjusted debt to EBITDAR                                                                                             2.0

The table below outlines the calculation of rent expense and reconciles rent (1) expense to total lease cost, per ASC 842, the most directly comparable GAAP


    financial measure, for the trailing four quarters ended February 11, 2023 and
    February 12, 2022.


                                                             Trailing Four Quarters Ended
(in thousands)                                     February 11, 2023              February 12, 2022

Total lease cost, per ASC 842                      $          498,970            $           442,950
Less: Finance lease interest and amortization                (77,302)                       (62,607)
Less: Variable operating lease components,
related to insurance and common area
maintenance                                                  (27,370)                       (25,933)
Rent expense                                      $           394,298            $           354,410

(2) Effective tax rate over trailing four quarters ended February 11, 2023 and

February 12, 2022 was 20.8%.

(3) All averages are computed based on trailing five quarter balances.




                                       26

  Table of Contents

Recent Accounting Pronouncements

Refer to Note A of the Notes to Condensed Consolidated Financial Statements for the discussion of recent accounting pronouncements.

Critical Accounting Policies and Estimates



Our critical accounting policies are described in Management's Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report
on Form 10-K for the year ended August 27, 2022. There have been no significant
changes to our critical accounting policies since the filing of our Annual
Report on Form 10-K for the year ended August 27, 2022.

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