AutoZone 2010 Annual Report Download - page 35

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The Audit Committee pre-approves all services performed by the independent registered public account-
ing firm under the terms contained in the Audit Committee charter, a copy of which can be obtained at our
website at www.autozoneinc.com. The Audit Committee pre-approved 100% of the services provided by
Ernst & Young LLP during the 2010 and 2009 fiscal years. The Audit Committee considers the services listed
above to be compatible with maintaining Ernst & Young LLP’s independence.
Audit Committee Report
The Audit Committee of AutoZone, Inc., has reviewed and discussed AutoZone’s audited financial
statements for the year ended August 28, 2010, with AutoZone’s management. In addition, we have discussed
with Ernst & Young LLP, AutoZone’s independent registered public accounting firm, the matters required to
be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended
and as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, the Sarbanes-
Oxley Act of 2002, and the charter of the Committee.
The Committee also has received the written disclosures and the letter from Ernst & Young LLP required
by the applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee
concerning independence, and we have discussed with Ernst & Young LLP their independence from the
Company and its management. The Committee has discussed with AutoZone’s management and the auditing
firm such other matters and received such assurances from them as we deemed appropriate.
As a result of our review and discussions, we have recommended to the Board of Directors the inclusion
of AutoZone’s audited financial statements in the annual report for the fiscal year ended August 28, 2010, on
Form 10-K for filing with the Securities and Exchange Commission.
While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit
Committee does not have the duty to plan or conduct audits or to determine that AutoZone’s financial
statements are complete, accurate, or in accordance with generally accepted accounting principles; AutoZone’s
management and the independent auditor have this responsibility. Nor does the Audit Committee have the duty
to assure compliance with laws and regulations and the policies of the Board of Directors.
W. Andrew McKenna (Chair)
Sue E. Gove
George R. Mrkonic, Jr.
Luis P. Nieto
The above Audit Committee Report does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference
therein.
Other Matters
We do not know of any matters to be presented at the Annual Meeting other than those discussed in this
Proxy Statement. If, however, other matters are properly brought before the Annual Meeting, your proxies will
be able to vote those matters in their discretion.
25
Proxy