| Explanation of Responses: |
| (1) | Acquired pursuant to AutoZone, Inc. Sixth Amended and Restated Executive Stock Purchase Plan. |
| (2) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,065.66 - $2,065.86 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (3) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,055.08 - $2,055.61 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (4) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,052.38 - $2,052.81 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (5) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,051.11 - $2,052.01 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (6) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,053.42 - $2,054.17 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (7) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,068.73 - $2,069.34 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (8) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,046.84 - $2,047.70 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (9) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,057.11 - $2,057.93 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (10) | This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $2,054.42 - $2,054.72 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. |
| (11) | Options exercisable in one-fourth increments on October 1, 2014, 2015, 2016 and 2017, respectively. |