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AZOAutoZone

Consumer discretionary · Auto Parts Retail · NYSE
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The 10-K against last year's

60 changes: 4 added, 6 removed, 49 reworded, 1 quiet changes

10-K Oct 26, 2026 vs Oct 27, 2025
Risk FactorsRedline ↓
8.5%
of the text changed · 7,175 words now
9.3%
of the text changed · 5,710 words now

10-K 0001104659-26-118791 (2026-10-26) vs 10-K 0001104659-25-102611 (2025-10-27) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 276 words changed in this paragraph; it is 40% similar to last year's version.
announced, The U.S. has recently enacted and further changes are expected proposed to be made in the future, including in response to pending litigation, which may include additional sector-based tariffs or other measures. Additionally, enact significant new tariffs, and the current administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and amid ongoing discussion and commentary regarding further potentially significant changes to U.S. trade policies, enforcement priorities, sanctions, treaties and tariffs. As a result In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). In response to the U.S. Supreme Court’s decision, the U.S. President issued an executive order imposing tariffs pursuant to Section 122 of these ongoing developments, the Trade Act of 1974 for 150 days, effective on February 24, 2026, and the outlook on further trade policy actions is unclear. These actions have led to significant volatility and uncertainty in global markets. Uncertainty regarding the scope, duration and administration of trade measures has in the past contributed to, and may in the future continue to contribute to, variability in costs and cash flows. There continues to exist significant uncertainty continues with respect to about the future economic and political relationship relationships between the U.S. and other countries. The ultimate impact of Company directly or indirectly imports merchandise from various countries, and newly proposed tariffs and other trade policies any additional tariffs on the Company’s business will depend on several factors, including whether additional or incremental U.S. tariffs products sourced from these or other measures are announced, revised, or rescinded, to what extent other countries implement tariffs or other measures in response, the overall magnitude and duration of these measures and could materially increase our ability to mitigate the impacts of such measures more effectively than our competitors. costs. These developments, or the perception that any of them could occur, may have a material effect on global economic conditions, the stability of global financial markets, markets or global trade, and may impact the Company’s product cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact the Company’s business, financial condition and results of operations.

Source: Item 1A, 10-K 0001104659-26-118791 vs Item 1A, 10-K 0001104659-25-102611

MD&A 96 words changed in this paragraph; it is 77% similar to last year's version.
The primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities, available cash reserves 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 growth initiatives and return excess cash to shareholders stockholders in the form of share repurchases. As of August 30, 2025, 29, 2026, we held $271.8 $326.1 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our revolving credit facility, without giving effect to commercial paper borrowings. 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. All of our material borrowing arrangements are described in greater detail in “Note I – Financing” in the Notes to Consolidated Financial Statements.

Source: Item 7, 10-K 0001104659-26-118791 vs Item 7, 10-K 0001104659-25-102611

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of AZO's Risk Factors and MD&A, 10-K 2026-10-26 against 10-K 2025-10-27. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact our business, financial condition and results of operations.

Read it in 10-K 2026-10-26 at sec.gov ↗

AddedRisk Factors
Although we believe we compete effectively, our competitors may have greater financial resources allowing them to invest more in their businesses, greater sourcing capabilities allowing them to sell merchandise at lower prices,

Read it in 10-K 2026-10-26 at sec.gov ↗

AddedRisk Factors
The rapid evolution and increased adoption of AI, including generative and agentic AI, may create new or heightened risks for our business. If we are unsuccessful in developing, deploying, or governing these technologies, or if competitors adopt them more effectively, our competitive position, customer experience, operations, reputation, financial condition, or results of operations could be adversely affected. AI use may also increase cybersecurity risks by enabling more sophisticated, automated, or difficult-to-detect threats, and evolving laws and regulations related to AI, privacy, consumer protection, and data use may increase compliance obligations and potential exposure.

Read it in 10-K 2026-10-26 at sec.gov ↗

RemovedRisk Factors
During fiscal 2025, new global trade tariffs were announced on imports to the United States, including additional tariffs on various countries from which the Company directly or indirectly imports and/or sources merchandise, including Canada, China and Mexico, among others. In response, several countries have imposed or threatened reciprocal tariffs on imports from the U.S. and other measures. Various modifications to the U.S. tariffs have been

Read it in 10-K 2025-10-27 at sec.gov ↗

RemovedRisk Factors
Although we are a leading distributor of automotive parts and other products in the commercial market, we must effectively compete against national, regional and local auto parts chains, independently owned parts stores,

Read it in 10-K 2025-10-27 at sec.gov ↗

RewordedRisk Factors
Increases in fuel and energy prices costs, including those driven by geopolitical instability, supply chain disruptions or international conflicts may cause our customers to defer purchases of certain of our products as they use a higher greater percentage of their income to pay for fuel and other energy costs and may drive their vehicles less, resulting in less wear and tear and lower demand for repairs and maintenance. costs.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
These developments, or the perception that any of them could occur, may have a material effect on global economic conditions, the stability of global financial markets, markets or global trade, and may impact the Company’s product cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact the Company’s business, financial condition and results of operations.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
The risks and uncertainties risk factors described below reflect the Company's beliefs and opinions as to factors that could materially and adversely affect our business, financial condition, results of operations, liquidity and stock price. price or otherwise impact the Company.

Read it in 10-K 2026-10-26 at sec.gov ↗

Show the other 27
RewordedRisk Factors
Over While it is unclear how such factors could impact our business in the short term, over a longer period of time, time these macroeconomic and geopolitical conditions could adversely affect our sales growth, margins and overhead.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
As a result of these ongoing developments, There continues to exist significant uncertainty continues with respect to about the future economic and political relationship relationships between the U.S. and other countries.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
Additionally, The U.S. has recently enacted and proposed to enact significant new tariffs, and the current administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and amid ongoing discussion and commentary regarding further potentially significant changes to U.S. trade policies, enforcement priorities, sanctions, treaties and tariffs.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
A downgrade in our credit ratings could limit our access to public debt markets, limit the institutions willing to provide credit facilities to us, result in more restrictive financial and other covenants in our public and private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
Compliance with any new or more stringent laws or regulations, or stricter interpretations of changes to existing laws, laws or their interpretation, could require additional expenditures by us or our suppliers.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
Growing concern Concerns over climate change has have led policy makers in some jurisdictions to enact or consider the enactment of enacting legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas (“GHG”) emissions.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
We have increased annual revenues in the past five fiscal years from $12.6 $14.6 billion in fiscal 2020 2021 to $18.9 $20.3 billion in fiscal 2025, 2026, with a compounded annual growth rate of approximately eight seven percent.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
A delay, failure An actual or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose shareholder customer or stockholder support, and subject us to legal claims and liabilities with respect to such matters.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedRisk Factors
Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business. business and results of operations.

Read it in 10-K 2026-10-26 at sec.gov ↗

AddedMD&A
On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under IEEPA. The President immediately introduced new tariffs under different statutory authority, though their scope and duration, and the likelihood and outcome of further legal challenges to these tariffs, remain uncertain. On April 20, 2026, the Company filed for refunds of IEEPA tariffs paid directly by the Company via the U.S. Customs and Border Protection’s consolidated administration and processing of entries tool in the automated commercial environment portal. During the fiscal year ended August 29, 2026, the Company received $127.6 million in IEEPA refunds representing substantially all of the refunds filed by the Company. These refunds were recorded upon receipt as a $96.0 million reduction to Cost of Sales for the refunds related to products previously sold and a $31.6 million reduction to inventory for the portion of the refunds related to unsold inventory. The portion recorded as a reduction to inventory is recorded as a reduction to Cost of Sales as the underlying inventory is sold.

Read it in 10-K 2026-10-26 at sec.gov ↗

RemovedMD&A
(2) The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax).

Read it in 10-K 2025-10-27 at sec.gov ↗

RemovedMD&A
(5) During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic which was restarted beginning in the first quarter of fiscal 2021.

Read it in 10-K 2025-10-27 at sec.gov ↗

RemovedMD&A
We also maintained a letter of credit facility that allowed us to request the participating bank to issue letters of credit on our behalf up to an aggregate amount of $25 million. The letter of credit facility was in addition to the letters of

Read it in 10-K 2025-10-27 at sec.gov ↗

RewordedMD&A
During the year ended August 30, 2025, 29, 2026, we repaid our $400 million 3.250% Senior Notes and $500 million 3.625% 3.125% Senior Notes due April 2025 2026 and our $450 million 5.050% Senior Notes due July 2026, and issued $500 $850 million of new debt compared to $500 million in 2025 and $2.3 billion in 2024 and $1.8 billion in 2023. 2024.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
While we We have not experienced any fundamental shifts in our category sales mix as compared to previous years, we have seen a slight decrease in mix of sales of the accessories category and a slight increase in the maintenance and failure categories compared to the previous two years.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
Additionally, fiscal 2025 Fiscal 2026 comparisons were negatively positively impacted by foreign currency exchange rates which had an unfavorable a favorable impact to net sales of $273.1 $254.4 million and operating profit of $88.2 $73.9 million, and IEEPA tariff refunds which has a positive impact on operating profit of $96.0 million.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
The Company had net proceeds from commercial paper and short-term borrowings of $276.4 million and $168.6 million during fiscal 2026 and fiscal 2025, respectively, and net repayments of commercial paper and short-term borrowings of $629.6 million during fiscal 2024 and net proceeds from the issuance of commercial paper and short-term borrowings of $606.2 million during fiscal 2023. 2024.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
As of August 30, 2025, 29, 2026, the $748.6 million $1.0 billion of commercial paper borrowings, the $400 $600 million 3.125% 3.750% Senior Notes due April 2026 and the $450 million 5.050% Senior Notes due July 2026 June 2027 were classified as long-term in the Consolidated Balance Sheets as we have the current ability and intent to refinance them on a long-term basis through available capacity in our revolving credit facility.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
Cash flow before share repurchases and changes in debt was $1.8 billion, $1.8 billion and $2.2 billion for each of the fiscal year years ended August 29, 2026, August 30, 2025, 2025 and August 31, 2024 and August 26, 2023, 2024, respectively.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
On April July 14, 2025, 2026, we issued $500 $850 million 5.125% 4.950% Senior Notes due June 2030 July 2031 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 19, 2022 7, 2026 (File No. 333-266209) 333-297291) (the “2022 “2026 Shelf Registration Statement”).

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
Operating profit decreased 4.7% increased 3.1% to $3.6 $3.7 billion, net income decreased 6.2% increased 3.0% to $2.5 $2.6 billion and diluted earnings per share decreased 3.1% increased 5.3% to $144.87 $152.55 for the year.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
We repurchased 0.6 million, 0.4 million, 1.1 million and 1.5 1.1 million shares of common stock at an aggregate cost of $2.0 billion, $1.5 billion, $3.2 billion and $3.7 $3.2 billion during fiscal 2025, 2024 2026, 2025 and 2023, 2024, respectively.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
Our self-insurance reserve estimates totaled $308.5 million at August 29, 2026, and $268.8 million at August 30, 2025, and $257.7 million at August 31, 2024. 2025.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
For both of the fiscal years ended August 29, 2026, and August 30, 2025, and August 31, 2024, our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based compensation expense (“EBITDAR”) ratio was 2.5:1 for both periods. 2.5:1.

Read it in 10-K 2026-10-26 at sec.gov ↗

RewordedMD&A
Considering the cumulative repurchases and the increase in authorization subsequent to August 30, 2025, 29, 2026, and through October 20, 2025, 19, 2026, we have $1.9 $1.3 billion remaining under the Board’s authorization to repurchase our common stock.

Read it in 10-K 2026-10-26 at sec.gov ↗

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