In Management's Discussion and Analysis ("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 29, 2020 and other filings with the SEC.

Forward-Looking Statements



Certain statements contained in this Quarterly Report on Form 10-Q 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; energy prices; weather; 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, such as the ongoing global pandemic of a novel strain of the coronavirus
("COVID-19") and the development, efficacy, distribution and adoption rates of
vaccines for COVID-19 and variants thereof; inflation; the ability to hire,
train and retain qualified employees; construction delays; the compromising of
confidentiality, availability or integrity of information, including
cyber-attacks; historic growth rate sustainability; downgrade of our credit
ratings; damages to our reputation; challenges in international markets; failure
or interruption of our information technology systems; origin and raw material
costs of suppliers; disruption in our supply chain, due to public health
epidemics or otherwise; impact of tariffs; anticipated impact of new accounting
standards; and 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 29,
2020, and these Risk Factors should be read carefully. Forward-looking
statements are not guarantees of future performance, actual results,
developments and business decisions may differ from those contemplated by such
forward-looking statements, and 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 a leading distributor, of automotive
replacement parts and accessories in the Americas. We began operations in 1979
and at February 13, 2021 operated 5,951 stores in the U.S., 628 stores in Mexico
and 46 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 13, 2021 in 5,088 of our domestic stores, we also 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 all stores in Mexico and Brazil. We sell the ALLDATA brand
automotive diagnostic and repair 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.



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Operating results for the twelve and twenty-four weeks ended February 13, 2021
are not necessarily indicative of the results that may be expected for the
fiscal year ending August 28, 2021. 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 2021 and 2020 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.

COVID-19 Impact



In the second quarter of fiscal 2021, the COVID-19 pandemic has continued to
impact numerous aspects of our business. Our sales remain at an elevated level
compared to sales prior to the pandemic, as we believe the pandemic-related
government stimulus benefitted many of our customers. We anticipate the
additional stimulus recently approved by the government will further benefit our
customers and will also have a positive impact on sales. Our main priority
continues to be the health, safety and well-being of our customers and
employees.  We continue to invest in supplies for the protection of our
employees and customers, continue the increased frequency of cleaning and
disinfecting our stores and require masks when entering our facilities. During
the second quarter of fiscal 2021, we provided Emergency Time-Off ("ETO")
benefit enhancements for both full and part-time eligible employees in the U.S.
along with extending the carryover of unused ETO and normal vacation benefits.
These benefit enhancements and other pandemic related expenses of $39.9 million
have been recognized as an expense in our second quarter of fiscal 2021. For
fiscal 2021 we have incurred $44.9 million in ETO and other pandemic related
expenses.



The long-term impact to our business remains unknown as we are unable to
accurately predict the impact COVID-19 will have due to numerous uncertainties,
including the severity of the disease, the duration of the outbreak, the impact
of variants of the disease, the availability and efficacy of vaccines, the speed
at which such vaccines are administered, the likelihood of a resurgence of
positive cases, actions that may be taken by governmental authorities intended
to minimize the spread of the pandemic or to stimulate the economy and other
unintended consequences.  Accordingly, business disruption related to the
COVID-19 outbreak may continue to cause significant fluctuations in our
business, unusually impacting demand for our products, our store hours and our
workforce availability and magnify risks associated with our business and
operations. See "Risk Factors-The ongoing outbreak of COVID-19 has been declared
a pandemic by the World Health Organization, continues to spread within the
United States and many other parts of the world and may have a material adverse
effect on our business operations, financial condition, liquidity and cash flow"
in our Annual Report on Form 10-K for additional information.



Executive Summary


Net sales increased 15.8% for the quarter ended February 13, 2021 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 15.2%. Domestic commercial
sales increased 14.7% compared to the prior year period, which represents
approximately 22% of our total sales. Operating profit increased by 18.1% to
$481.8 million compared to $407.9 million in the same period last year. Net
income for the quarter increased by 15.6% to $345.9 million compared to $299.3
million in the same period last year. Diluted earnings per share increased by
20.5% to $14.93 per share from $12.39 per share in the comparable prior year
period. The increase in net income for the quarter ended February 13, 2021 was
driven by strong topline growth.

Our business is impacted by various factors within the economy that affect both
our consumer and our industry, including but not limited to fuel costs, wage
rates and other economic conditions, including the effects of, and responses to,
COVID-19. 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.

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During the second quarter of fiscal 2021, failure and maintenance related
categories represented the largest portion of our sales mix, at approximately
84% of total sales, which is consistent with the comparable prior year period,
with failure related categories continuing to be the largest portion of our
sales mix. While we have not experienced any fundamental shifts in our category
sales mix as compared to the previous year, in our domestic stores we continue
to experience a slight increase in mix of sales of the discretionary category as
compared to previous quarters. We believe the improvement in this sales category
continues to benefit from the pandemic as many of our customers spent more time
and money to work on projects.

The two statistics we believe have the most positive 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 continues
to trend in our industry's favor. According to the latest data provided by the
Auto Care Association in the 2021 Auto Care Factbook, for the ninth consecutive
year, the average age of vehicles on the road has exceeded 11 years. Since the
beginning of the fiscal year and through December 2020 (latest publicly
available information), miles driven in the U.S. decreased 9.9% compared to the
same period in the prior year. We believe the decrease is a result of the
COVID-19 pandemic, but we are unable to predict if the decline will continue or
the extent of the impact it will have on our business.

Twelve Weeks Ended February 13, 2021

Compared with Twelve Weeks Ended February 15, 2020



Net sales for the twelve weeks ended February 13, 2021 increased $397.2 million
to $2.911 billion, or 15.8% over net sales of $2.514 billion for the comparable
prior year period. Total auto parts sales increased by 16.0%, primarily driven
by an increase in domestic same store sales of 15.2% and net sales of $40.8
million from new stores. Domestic commercial sales increased $82.0 million to
$638.9 million, or 14.7%, over the comparable prior year period.

Gross profit for the twelve weeks ended February 13, 2021 was $1.559 billion,
compared with $1.366 billion during the comparable prior year period. Gross
profit, as a percentage of sales was 53.6% for the twelve weeks ended February
13, 2021 compared to 54.3% during the comparable prior year period. The decrease
in gross profit percent was attributable to increased supply chain costs,
pricing initiatives, accelerated loyalty program participation and a shift in
mix.

Operating, selling, general and administrative expenses for the twelve weeks
ended February 13, 2021 were $1.078 billion, or 37.0% of net sales, compared
with $958.1 million, or 38.1% of net sales during the comparable prior year
period. The decrease in operating expenses, as a percentage of sales, was
primarily due to leverage from higher sales growth, offset by additional ETO
benefits offered in December 2020 and other COVID-19 pandemic related expenses
totaling $39.9 million (137 basis points).

Net interest expense for the twelve weeks ended February 13, 2021 was $46.0
million compared with $44.3 million during the comparable prior year period. The
increase was primarily due to an increase in the weighted average borrowing rate
over the comparable prior year period. Average borrowings for the twelve weeks
ended February 13, 2021 were $5.516 billion, compared with $5.464 billion for
the comparable prior year period. Weighted average borrowing rates were 3.3% and
3.0% for the quarter ended February 13, 2021 and February 15, 2020,
respectively.

Our effective income tax rate was 20.6% of pretax income for the twelve weeks
ended February 13, 2021, and 17.7% for the comparable prior year period. The
increase in the tax rate was primarily attributable to a reduced benefit from
stock options exercised during the twelve weeks ended February 13, 2021, in
addition to various nonrecurring tax benefits recognized during the comparable
prior year period. The benefit of stock options exercised for the twelve weeks
ended February 13, 2021 was $11.6 million compared to $15.0 million in the
comparable prior year period.

Net income for the twelve week period ended February 13, 2021 increased by $46.7 million to $345.9 million from $299.3 million in the comparable prior year period, and diluted earnings per share increased by 20.5% to $14.93 from



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$12.39 in the comparable prior year period. 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 $0.76.

Twenty-Four Weeks Ended February 13, 2021

Compared with Twenty-Four Weeks Ended February 15, 2020





Net sales for the twenty-four weeks ended February 13, 2021 increased $758.4
million to $6.065 billion, or 14.3%, over net sales of $5.307 billion for the
comparable prior year period. Total auto parts sales increased by 14.5%,
primarily driven by an increase in domestic same store sales of 13.6% and net
sales of $81.9 million from new stores. Domestic commercial sales increased by
$155.8 million, or 13.2%, to $1.334 billion over the comparable prior year
period.



Gross profit for the twenty-four weeks ended February 13, 2021 was $3.235
billion, or 53.3% of net sales, compared with $2.867 billion, or 54.0% of net
sales, during the comparable prior year period. The decrease in gross margin was
primarily driven by pricing initiatives, accelerated loyalty program
participation, increased supply chain costs and a shift in mix.

Operating, selling, general and administrative expenses for the twenty-four
weeks ended February 13, 2021 were $2.138 billion, or 35.3% of net sales,
compared with $1.959 billion, or 36.9% of net sales, during the comparable prior
year period. The decrease in operating expenses, as a percentage of sales, was
primarily due to leverage from higher sales growth, offset by additional ETO
benefits offered in December 2020 and other COVID-19 pandemic related expenses
totaling $44.9 million (74 basis points).



Net interest expense for the twenty-four weeks ended February 13, 2021 was $92.2
million compared with $88.1 million during the comparable prior year period. The
increase was primarily due to an increase in the weighted average borrowing rate
over the comparable prior year period. Average borrowings for the twenty-four
weeks ended February 13, 2021 were $5.515 billion, compared with $5.327 billion
for the comparable prior year period. Weighted average borrowing rates were 3.3%
and 3.1% for the twenty-four week periods ended February 13, 2021 and February
15, 2020, respectively.



Our effective income tax rate was 21.5% of pretax income for the twenty-four
weeks ended February 13, 2021, and 20.8% for the comparable prior year period.
The increase in the tax rate was primarily attributable to various nonrecurring
tax benefits recognized during the comparable prior year period. The benefit of
stock options exercised for the twenty-four week period ended February 13, 2021
was $19.2 million compared to $16.5 million in the comparable prior year period.



Net income for the twenty-four week period ended February 13, 2021 increased by
$138.8 million to $788.4 million due to the factors set forth above, and diluted
earnings per share increased by 25.8% to $33.59 from $26.70 in the comparable
prior year period. The impact on current year to date diluted earnings per share
from stock repurchases since the end of the comparable prior year period
resulted in an increase of $0.92 per share.

Liquidity and Capital Resources


The primary source of our liquidity is our cash flows realized through the sale
of automotive parts, products and accessories. For the twenty-four weeks ended
February 13, 2021, our net cash flows from operating activities provided $1.040
billion as compared with $651.6 million provided during the comparable
prior year period. The increase is primarily due to favorable changes in
inventories, accounts payable and growth in net income due to accelerated sales
growth as a result of the COVID-19 pandemic.

Our net cash flows used in investing activities for the twenty-four weeks ended
February 13, 2021 were $228.4 million as compared with $174.9 million in the
comparable prior year period. Capital expenditures for the twenty-four weeks
ended February 13, 2021 were $238.6 million compared to $190.6 million for the
comparable prior year period. The increase is primarily driven by increased
store openings compared to the comparable prior year period. During the
twenty-four week period ended February 13, 2021 and February 15, 2020, we opened
76 and 50 net new stores, respectively. Investing cash flows were impacted by
our wholly owned captive, which purchased $48.4 million and sold

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$60.6 million in marketable debt securities during the twenty-four weeks ended February 13, 2021. During the comparable prior year period, the captive purchased $56.3 million in marketable debt securities and sold $70.8 million.



Our net cash flows used in financing activities for the twenty-four weeks ended
February 13, 2021 were $1.541 billion compared to $502.8 million in the
comparable prior year period. We did not have any commercial paper activity
during the twenty-four week period ended February 13, 2021 as compared to $242.7
million in net proceeds in the comparable prior year period. Stock repurchases
were $1.578 billion in the current twenty-four week period as compared with
$764.8 million 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 13, 2021 and February 15, 2020 provided $66.5 million and $48.7
million, respectively.

During fiscal 2021, we expect to increase the investment in our business as
compared to fiscal 2020. The expected increase is driven by delays in capital
spending for the third and fourth quarter of fiscal 2020 related to the COVID-19
pandemic. Our investments continue to be directed primarily to new stores,
supply chain infrastructure, technology and enhancements to existing stores. The
amount of our investments in our new stores is impacted by different factors,
including such factors as whether the building and land are purchased (requiring
higher investment) or leased (generally lower investment), 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 113.0% at
February 13, 2021, compared to 105.7% at February 15, 2020.

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 13, 2021, our adjusted after-tax
return on invested capital ("ROIC"), which is a non-GAAP measure, was 41.5% as
compared to 35.3% for the comparable prior year period. 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. For the trailing
four quarters ended February 13, 2021, ROIC was presented net of average excess
cash of $834.3 million. Refer to the "Reconciliation of Non-GAAP Financial
Measures" section for further details of our calculation.









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Debt Facilities

We entered into a Master Extension, New Commitment and Amendment Agreement dated
as of November 18, 2017 (the "Extension Amendment") to the Third Amended and
Restated Credit Agreement dated as of November 18, 2016, as amended, modified,
extended or restated from time to time (the "Revolving Credit Agreement"). Under
the Extension Amendment: (i) our borrowing capacity under the Revolving Credit
Agreement was increased from $1.6 billion to $2.0 billion; (ii) the maximum
borrowing under the Revolving Credit Agreement may, at our option, subject to
lenders approval, be increased from $2.0 billion to $2.4 billion; (iii) the
termination date of the Revolving Credit Agreement was extended from
November 18, 2021 until November 18, 2022; and (iv) we have the option to make
one additional written request of the lenders to extend the termination date
then in effect for an additional year. Under the Revolving Credit Agreement, we
may borrow funds consisting of Eurodollar loans, base rate loans or a
combination of both. Interest accrues on Eurodollar loans at a defined
Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in
the Revolving Credit Agreement, depending upon our senior, unsecured,
(non-credit enhanced) long-term debt ratings. Interest accrues on base rate
loans as defined in the Revolving Credit Agreement.

On April 3, 2020, we entered into a 364-Day Credit Agreement (the "364-Day
Credit Agreement") to augment our access to liquidity due to macroeconomic
conditions and supplements our existing Revolving Credit Agreement. The 364-Day
Credit Agreement provided for loans in the aggregate principal amount of up to
$750 million. The 364-Day Credit Agreement had a termination date of, and any
amounts borrowed under the 364-Day Credit Agreement were due and payable on,
April 2, 2021. Revolving loans under the 364-Day Credit Agreement could be base
rate loans, Eurodollar loans, or a combination of both, at our election.

On February 22, 2021, we terminated the 364-Day Credit Agreement dated as of
April 3, 2020 between the Company as borrower, the banks party thereto, and U.S.
Bank, National Association, as administrative agent. There were no borrowings
outstanding under this revolving credit agreement. We entered into this credit
agreement to augment our access to liquidity due to macroeconomic conditions
existing at the time, and we have determined the additional access to liquidity
is no longer necessary.

As of February 13, 2021, we had no outstanding borrowings under either of our
revolving credit facilities and $1.7 million of outstanding letters of credit
under the Revolving Credit Agreement.

Under our revolving credit agreements, 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.

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 be issued under the Revolving Credit Agreement. As of
February 13, 2021, we had $25.0 million in letters of credit outstanding under
the letter of credit facility, which expires in June 2022.

In addition to the outstanding letters of credit issued under the committed facilities discussed above, we had $136.8 million in letters of credit outstanding as of February 13, 2021. These letters of credit have various maturity dates and were issued on an uncommitted basis.



All Senior Notes are subject to an interest rate adjustment if the debt ratings
assigned are downgraded (as defined in the agreements). Further, the Senior
Notes contain a provision that repayment may be accelerated if we experience a
change in control (as defined in the agreements). 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. As of February 13, 2021,
we were in compliance with all covenants and expect to remain in compliance with
all covenants under our borrowing arrangements.



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As of February 13, 2021, the $250 million 2.500% Senior Notes due April 2021
were classified as short-term in the accompanying Condensed Consolidated Balance
Sheets. On March 15, 2021, we repaid the $250 million 2.500% Senior Notes due
April 2021 which were callable at par in March 2021.



As of February 13, 2021, we had $2.748 billion of availability under our $2.750 billion revolving credit agreements.




Our adjusted debt to earnings before interest, taxes, depreciation,
amortization, rent and share-based compensation expense ("EBITDAR") ratio was
2.0:1 as of February 13, 2021 and was 2.6:1 as of February 15, 2020. 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.
For the trailing four quarters ended February 13, 2021, debt was presented net
of excess cash of $831.4 million. 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. To the extent EBITDAR continues to grow in future years, we expect our
debt levels to increase; conversely, if EBITDAR declines, 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 13, 2021, we have repurchased a total of 149.0
million shares of our common stock at an aggregate cost of $23.932 billion,
including 1.3 million shares of our common stock at an aggregate cost of $1.578
billion during the twenty-four week period ended February 13, 2021.

On December 15, 2020, the Board voted to increase the repurchase authorization
by $1.5 billion. This raised the total value of shares authorized to be
repurchased to $24.65 billion. Considering cumulative repurchases as of February
13, 2021, we had $717.6 million remaining under the Board's authorization to
repurchase our common stock.

Subsequent to February 13, 2021 we have repurchased 169,396 shares of our common stock at an aggregate cost of $203.0 million.

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 13, 2021, was $163.4 million, compared
with $246.9 million at August 29, 2020, and our total surety bonds commitment at
February 13, 2021, was $40.6 million, compared with $56.7 million at August

29,
2020.

Financial Commitments

As of February 13, 2021, there were no significant changes to our contractual
obligations as described in our Annual Report on Form 10-K for the year ended
August 29, 2020.

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. These non-GAAP financial measures 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.

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 as it indicates more clearly our
comparative year-to-year operating results. Furthermore, our management and the
Compensation Committee of the Board use these non-GAAP financial measures to
analyze and compare our underlying

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operating results and use select measurements to determine payments of performance-based compensation. We have included a reconciliation of this information to the most comparable GAAP measures in the following reconciliation tables.

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

The following tables calculate the percentages of adjusted ROIC for the trailing four quarters ended February 13, 2021 and February 15, 2020.




                                       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 29,     February 15,       August 29,      February 13,      February 13,
(in thousands, except
percentage)                           2020            2020              2020             2021              2021

Net income                        $  1,732,972    $     649,620    $    1,083,352    $     788,379    $     1,871,731
Adjustments:
Interest expense                       201,165           88,078           113,087           92,191            205,278
Rent expense(2)                        329,783          150,751           179,032          156,937            335,969
Tax effect(3)                        (117,340)         (52,781)          

(64,559) (55,057) (119,616) Adjusted after-tax return $ 2,146,580 $ 835,668 $ 1,310,912 $ 982,450 $ 2,293,362



Average debt(4)(5)                                                                                    $     4,648,593
Average stockholders'
deficit(5)                                                                                                (1,354,477)
Add: Rent x 6(2)                                                                                            2,015,814
Average finance lease
liabilities(5)                                                                                                220,550
Invested capital                                                                                      $     5,530,480

Adjusted after-tax ROIC                                                                                          41.5 %





                                      A                B             A-B=C              D                C+D
                                 Fiscal Year      Twenty-Four     Twenty-Nine      Twenty-Four      Trailing Four
                                    Ended         Weeks Ended     Weeks Ended      Weeks Ended     Quarters Ended
                                  August 31,      February 9,      August 31,     February 15,      February 15,
(in thousands, except
percentage)                        2019(1)           2019             2019            2020              2020

Net income                       $  1,617,221    $     646,044    $    971,177    $     649,620    $     1,620,797
Adjustments:
Interest expense                      184,804           80,369         104,435           88,078            192,513
Rent expense(2)                       332,726          144,360         188,366          150,751            339,117
Tax effect(3)                       (107,129)         (46,519)        (60,610)         (49,438)          (110,048)
Deferred tax liabilities, net
of repatriation tax                   (6,340)          (6,340)               -                -                  -
Adjusted after-tax return        $  2,021,282    $     817,914    $  1,203,368    $     839,011    $     2,042,379

Average debt(5)                                                                                    $     5,241,651
Average stockholders'
deficit(5)                                                                                             (1,676,987)
Add: Rent x 6(2)                                                                                         2,034,702
Average finance lease
liabilities(5)                                                                                             178,416
Invested capital                                                                                   $     5,777,782

Adjusted after-tax ROIC                                                                                       35.3 %






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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 13, 2021 and February 15, 2020.




                                          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 29,     February 15,       August 29,      February 13,      February 13,
(in thousands, except ratio)             2020            2020              2020             2021              2021

Net income                           $  1,732,972    $     649,620    $    1,083,352    $     788,379    $     1,871,731
Add: Interest expense                     201,165           88,078           113,087           92,191            205,278
Income tax expense                        483,542          170,263           313,279          216,422            529,701
Adjusted EBIT                           2,417,679          907,961         1,509,718        1,096,992          2,606,710
Add: Depreciation and
amortization expense                      397,466          180,420           217,046          184,027            401,073
Rent expense(2)                           329,783          150,751           179,032          156,937            335,969
Share-based expense                        44,835           22,107            22,728           24,178             46,906
Adjusted EBITDAR                     $  3,189,763    $   1,261,239    $   

1,928,524 $ 1,462,134 $ 3,390,658


Debt(6)                                                                                                  $     4,684,979
Financing lease liabilities                                                

                                     225,411
Add: Rent x 6(2)                                                                                               2,015,814
Adjusted debt                                                                                            $     6,926,204

Adjusted debt to EBITDAR                                                                                             2.0





                                         A               B             A-B=C              D                C+D
                                    Fiscal Year     Twenty-Four     Twenty-Nine      Twenty-Four      Trailing Four
                                       Ended        Weeks Ended     Weeks 

Ended Weeks Ended Quarters Ended


                                     August 31,     February 9,      August 31,     February 15,      February 15,
(in thousands, except ratio)          2019(1)           2019            2019            2020              2020

Net income                          $  1,617,221    $    646,044    $    971,177    $     649,620    $     1,620,797
Add: Interest expense                    184,804          80,369         104,435           88,078            192,513
Income tax expense                       414,112         161,426         252,686          170,263            422,949
Adjusted EBIT                          2,216,137         887,839       1,328,298          907,961          2,236,259
Add: Depreciation and
amortization expense                     369,957         166,230         203,727          180,420            384,147
Rent expense(2)                          332,726         144,360         188,366          150,751            339,117
Share-based expense                       43,255          21,558          21,697           22,107             43,804
Adjusted EBITDAR                    $  2,962,075    $  1,219,987    $ 

1,742,088 $ 1,261,239 $ 3,003,327


Debt                                                                                                 $     5,451,471
Financing lease liabilities                                                

                                 196,047
Add: Rent x 6(2)                                                                                           2,034,702
Adjusted debt                                                                                        $     7,682,220
Adjusted debt to EBITDAR                                                   

                                     2.6






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  Table of Contents

(1) The fiscal year ended August 31, 2019 consists of 53 weeks.

The table below outlines the calculation of rent expense and reconciles rent (2) expense to total lease cost, per ASC 842, the most directly comparable GAAP

financial measure, for the trailing four quarters ended February 13, 2021 and

February 15, 2020 (in thousands):

Total lease cost, per ASC 842, for the trailing four quarters ended February 13, 2021

                               $           

418,100


Less: Finance lease interest and amortization                             

(55,880)

Less: Variable operating lease components, related to insurance and common area maintenance for the trailing four quarters ended February 13, 2021

(26,251)


Rent expense for the trailing four quarters ended February
13, 2021                                                       $          

335,969



Total lease cost, per ASC 842, for the 24 weeks ended
February 15, 2020                                              $          

190,390


Less: Finance lease interest and amortization                             

(28,195)

Less: Variable operating lease components, related to insurance and common area maintenance

(11,444)

Rent expense for the 24 weeks ended February 15, 2020 $ 150,751 Add: Rent expense for the 29 weeks ended August 31, 2019 as previously reported prior to the adoption of ASC 842

188,366


Rent expense for the trailing four quarters ended February
15, 2020                                                       $           339,117



(3) Effective tax rate over trailing four quarters ended February 13, 2021 and

February 15, 2020 is 22.1% and 20.7%, respectively.

(4) Average debt for the trailing four quarters ended February 13, 2021 is

presented net of average excess cash of $834.3 million.

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

(6) The Company ended the 24 weeks ended February 13, 2021 with excess cash of

$831.4 million. Debt is presented net of excess cash.



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 29, 2020. 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 29, 2020.

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