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 28, 2021 and other filings we

make
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, due to changes in fuel prices, miles driven or otherwise; 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 coronavirus ("COVID-19") pandemic; inflation; the ability to hire, train
and retain qualified employees; construction delays; the compromising of
confidentiality, availability or integrity of information, including due to
cyber-attacks; historic growth rate sustainability; downgrade of our credit
ratings; damage to our reputation; challenges in international markets; failure
or interruption of our information technology systems; origin and raw material
costs of suppliers; inventory availability; disruption in our supply chain;
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 28, 2021, 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 distributor of automotive replacement parts and
accessories in the Americas. We began operations in 1979 and at February 12,
2022, operated 6,091 stores in the U.S., 669 stores in Mexico and 55 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 12, 2022, in 5,233 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,
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.

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Operating results for the twelve and twenty-four weeks ended February 12, 2022
are not necessarily indicative of the results that may be expected for the
fiscal year ending August 27, 2022. 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 2022 and 2021 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



The COVID-19 pandemic continues to impact the global economy and numerous
aspects of our business including our customers, employees and suppliers. Our
highest priority remains the safety and well-being of our customers and
employees. Since the beginning of the COVID-19 pandemic, we have experienced
strong same store sales growth and our sales have remained at all-time high
volumes.

The long-term impact of COVID-19 to our business remains unknown, may magnify
risks associated with our business and operations and may continue to cause
fluctuations in demand and availability for our products, our store hours and
our workforce availability.

Please refer to the "Risk Factors" section of our Annual report on Form 10-K for the year ended August 28, 2021 for additional information.

Executive Summary


Net sales increased 15.8% for the quarter ended February 12, 2022 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 13.8%. Domestic commercial
sales increased 32.1%, which represents approximately 25% of our total sales.
Operating profit increased 30.1% to $626.8 million compared to $481.8 million.
Net income for the quarter increased 36.4% to $471.8 million compared to $345.9
million. Diluted earnings per share increased 49.4% to $22.30 per share from
$14.93 per share. The increase in net income for the quarter ended February 12,
2022 was driven by strong topline growth and operating expense leverage.

Our business is impacted by various factors within the economy that affect both
our consumer and our industry, including but not limited to inflation, fuel
costs, wage rates, supply chain disruptions, hiring and other economic
conditions, including the effects of, and responses to, the ongoing COVID-19
pandemic. 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 2022, 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. 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 severe or
unusual weather over a short-term period. Over the long-term, we believe the
impact of the weather on our sales mix is not significant.

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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 continues to trend 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, 2021,
the average age of light vehicles on the road was 12.1 years. Since the
beginning of the fiscal year and through December 2021 (latest publicly
available information), miles driven in the U.S. increased 9.6% compared to the
same period in the prior year. We believe the increase in miles driven is due to
the nation beginning to return to pre-pandemic levels, but we are unable to
predict if the increase will continue or the extent of the impact it will have
on our business.

Twelve Weeks Ended February 12, 2022

Compared with Twelve Weeks Ended February 13, 2021



Net sales for the twelve weeks ended February 12, 2022 increased $458.9 million
to $3.4 billion, or 15.8% over net sales of $2.9 billion for the comparable
prior year period. Total auto parts sales increased by 15.6%, primarily driven
by an increase in domestic same store sales of 13.8% and net sales of $64.9
million from new stores. Domestic commercial sales increased $205.0 million to
$843.9 million, or 32.1%, over the comparable prior year period.

Gross profit for the twelve weeks ended February 12, 2022 was $1.8 billion, compared with $1.6 billion during the comparable prior year period. Gross profit, as a percentage of sales, was 53.0% compared to 53.6% during the comparable prior year period. The decrease in gross margin was primarily driven by initiatives to accelerate commercial business growth.



Operating, selling, general and administrative expenses for the twelve weeks
ended February 12, 2022 were $1.2 billion, or 34.4% of net sales, compared with
$1.1 billion, or 37.0% of net sales during the comparable prior year period. The
decrease in operating expenses, as a percentage of sales, was driven by strong
sales growth and approximately $40 million (137 basis points) in prior year
pandemic related expenses, including Emergency Time-Off ("ETO") for our
AutoZoners.

Net interest expense for the twelve weeks ended February 12, 2022 was $42.5 million compared with $46.0 million during the comparable prior year period. Average borrowings for the twelve weeks ended February 12, 2022 were $5.6 billion, compared with $5.5 billion for the comparable prior year period. Weighted average borrowing rates were 3.29% and 3.27% for the quarter ended February 12, 2022 and February 13, 2021, respectively.



Our effective income tax rate was 19.3% of pretax income for the twelve weeks
ended February 12, 2022, and 20.6% 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 twelve weeks ended February 12, 2022. The
benefit of stock options exercised for the twelve weeks ended February 12, 2022
was $23.4 million compared to $11.6 million in the comparable prior year period.

Net income for the twelve week period ended February 12, 2022 increased by
$125.8 million to $471.8 million from $345.9 million in the comparable prior
year period, and diluted earnings per share increased by 49.4% to $22.30 from
$14.93. 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
$1.89.

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Twenty-Four Weeks Ended February 12, 2022

Compared with Twenty-Four Weeks Ended February 13, 2021



Net sales for the twenty-four weeks ended February 12, 2022 increased $973.6
million to $7.0 billion, or 16.1% over net sales of $6.1 billion for the
comparable prior year period. Total auto parts sales increased by 15.9%,
primarily driven by an increase in domestic same store sales of 13.7% and net
sales of $136.2 million from new stores. Domestic commercial sales increased
$409.6 million to $1.7 billion, or 30.7%, over the comparable prior year period.

Gross profit for the twenty-four weeks ended February 12, 2022 was $3.7 billion,
compared with $3.2 billion during the comparable prior year period. Gross
profit, as a percentage of sales was 52.7% compared to 53.3% during the
comparable prior year period. The decrease in gross margin was primarily driven
by initiatives to accelerate commercial business growth.

Operating, selling, general and administrative expenses for the twenty-four
weeks ended February 12, 2022 were $2.3 billion, or 33.1% of net sales, compared
with $2.1 billion, or 35.3% of net sales during the comparable prior year
period. The decrease in operating expenses, as a percentage of sales, was driven
by strong sales growth and approximately $45 million (74 basis points) in prior
year pandemic related expenses, including ETO for our AutoZoners.

Net interest expense for the twenty-four weeks ended February 12, 2022 was $85.8
million compared with $92.2 million during the comparable prior year period.
Average borrowings for the twenty-four weeks ended February 12, 2022 were $5.4
billion, compared with $5.5 billion for the comparable prior year period.
Weighted average borrowing rates were 3.29% and 3.27% for the twenty-four week
periods ended February 12, 2022 and February 13, 2021, respectively.

Our effective income tax rate was 20.7% of pretax income for the twenty-four
weeks ended February 12, 2022, and 21.5% 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 12,
2022. The benefit of stock options exercised for the twenty-four week period
ended February 12, 2022 was $34.7 million compared to $19.2 million in the
comparable prior year period.

Net income for the twenty-four week period ended February 12, 2022 increased by
$238.6 million to $1.0 billion from $788.4 million in the comparable prior year
period, and diluted earnings per share increased by 43.0% to $48.03 from $33.59.
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
$1.64.

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 quarters 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 12, 2022, we held $239.4 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 our 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.

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For the twenty-four weeks ended February 12, 2022, our net cash flows from
operating activities provided $1.1 billion compared with $1.0 billion during the
comparable prior year period. The increase is primarily due to growth in net
income due to accelerated sales growth. The increase was partially offset by
unfavorable changes in merchandise inventories, driven by higher sustained
inventory purchase volume in the current period as compared to the same period
in the prior year, and a decrease in accrued benefits and withholdings in the
current period, as compared to the same period in the prior year due to the
ability to defer certain payroll tax payments in the prior year under the
Coronavirus Aid, Relief, and Economic Security Act.

Our net cash flows used in investing activities for the twenty-four weeks ended
February 12, 2022 were $211.3 million as compared with $228.4 million in the
comparable prior year period. Capital expenditures for the twenty-four weeks
ended February 12, 2022 were $208.1 million compared to $238.6 million in the
comparable prior year period. The decrease is primarily driven by decreased
store openings. During the twenty-four week period ended February 12, 2022 and
February 13, 2021, we opened 48 and 76 net new stores, respectively. Investing
cash flows were impacted by our wholly owned captive, which purchased $22.6
million and sold $13.9 million in marketable debt securities during the
twenty-four weeks ended February 12, 2022. During the comparable prior year
period, the captive purchased $48.4 million in marketable debt securities and
sold $60.6 million.

Our net cash flows used in financing activities for the twenty-four weeks ended
February 12, 2022 were $1.9 billion compared to $1.5 billion in the comparable
prior year period. Stock repurchases were $2.5 billion in the current
twenty-four week period as compared with $1.6 billion in the prior year period.
The treasury stock repurchases were primarily funded by cash flows from
operations. During the twenty-four weeks ended February 12, 2022, we repaid our
$500 million 3.700% Senior Notes due April 2022, which were callable at par in
January 2022. For the twenty-four week period ended February 12, 2022, our
commercial paper activity resulted in $1.1 billion in net proceeds from
commercial paper compared to no commercial paper borrowings in the prior year
period. Proceeds from the sale of common stock and exercises of stock options
provided $66.5 million for both of the twenty-four weeks ended February 12, 2022
and February 13, 2021, respectively.

During fiscal 2022, we expect to increase the investment in our business as
compared to fiscal 2021. Our investments are expected to be directed primarily
to expansion of our store base and supply chain to fuel the growth of our
domestic and international businesses, which includes new stores, including mega
hubs, as well as distribution center expansions and remodels. The amount of
investments in our new stores is impacted by different factors, including
whether the building and land are purchased (requiring higher investment) or
leased (generally initial 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 126.8% at
February 12, 2022, compared to 113.0% at February 13, 2021. The increase from
the comparable prior year period was primarily due to increased purchases with
favorable vendor terms and higher inventory turns.

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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 12, 2022, our adjusted after-tax
return on invested capital ("ROIC"), which is a non-GAAP measure, was 49.4% as
compared to 36.0% 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 (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. The Revolving Credit Agreement will terminate, and all amounts
borrowed will be due and payable, on November 15, 2026, but we may make up to
two requests to extend the termination date for an additional period of one year
each. Revolving borrowings under the Revolving Credit Agreement may be base rate
loans, Eurodollar 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 12, 2022, 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 be issued under the Revolving Credit Agreement. As of
February 12, 2022, 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 $105.1 million in letters of credit outstanding as of February 12, 2022. These letters of credit have various maturity dates and were issued on an uncommitted basis.

On January 18, 2022, we repaid the $500 million 3.700% Senior Notes due April 2022, which were callable at par in January 2022.



As of February 12, 2022, our $1.1 billion of commercial paper borrowings and the
$300 million 2.875% Senior Notes due January 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 12, 2022, 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.

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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 12, 2022,
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
2.0:1 as of February 12, 2022 and was 2.3:1 as of February 13, 2021. 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. Management expects 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 12, 2022, we have repurchased a total of 151.6
million shares of our common stock at an aggregate cost of $28.2 billion,
including 1.3 million shares of our common stock at an aggregate cost of $2.5
billion during the twenty-four week period ended February 12, 2022.

On December 14, 2021, the Board voted to authorize the repurchase of an
additional $1.5 billion of our common stock in connection with our ongoing share
repurchase program, which raised the total value of our shares authorized to be
repurchased to $29.2 billion. Considering the cumulative repurchases as of
February 12, 2022, we had $957.6 million remaining under the Board's
authorization to repurchase our common stock.

Subsequent to February 12, 2022 and through March 11, 2022, we have repurchased 119,542 shares of our common stock at an aggregate cost of $226.9 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 12, 2022, was $131.9 million, compared
with $162.4 million at August 28, 2021, and our total surety bonds commitment at
February 12, 2022, was $36.4 million, compared with $35.4 million at August

28,
2021.

Financial Commitments

Except for the previously discussed Revolving Credit Agreement and the repayment
of the $500 million 3.700% Senior Notes due April 2022, as of February 12, 2022,
there were no significant changes to our contractual obligations as described in
our Annual Report on Form 10-K for the year ended August 28, 2021.

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.

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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 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 12, 2022 and February 13, 2021.



                                   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 %


                                   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(1)                    329,783         150,751          179,032         156,937           335,969
Tax effect(2)                    (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(3)                                                                               $     5,482,877
Average stockholders'
deficit(3)                                                                                        (1,354,477)
Add: Rent x 6(1)                                                                                    2,015,814
Average finance lease
liabilities(3)                                                                                        220,550
Invested capital                                                                              $     6,364,764
Adjusted after-tax ROIC                                                                                  36.0 %


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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 12, 2022 and February 13, 2021.



                                          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
Adjusted 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


                                          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
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(1)                           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                                                                                                     $     5,516,396
Financing lease liabilities                                                

                                     225,411
Add: Rent x 6(1)                                                                                               2,015,814
Adjusted debt                                                                                            $     7,757,621

Adjusted debt to EBITDAR                                                                                             2.3

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 12, 2022 and
    February 13, 2021.


                                                             Trailing Four Quarters Ended
(in thousands)                                     February 12, 2022              February 13, 2021

Total lease cost, per ASC 842                      $          442,950            $           418,100
Less: Finance lease interest and amortization                (62,607)                       (55,880)
Less: Variable operating lease components,
related to insurance and common area
maintenance                                                  (25,933)                       (26,251)
Rent expense                                      $           354,410            $           335,969

(2) Effective tax rate over trailing four quarters ended February 12, 2022 and

February 13, 2021 is 20.8% and 22.1%, respectively.

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




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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 28, 2021. 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 28, 2021.

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