On April 17, 2012, AutoZone, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), whereby the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions therein, $500 million aggregate principal amount of the Company's 3.700% Notes due 2022 (the "Notes"). The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The transaction is expected to close on April 24, 2012.

The Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement. Certain of the Underwriters or their affiliates are lenders and/or agents under the Company's existing revolving credit facility.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1.

(d) Exhibits. The following exhibits are furnished herewith:

Exhibit No.                                   Description

1.1             Underwriting Agreement, dated April 17, 2012, among the Company, J.P.
                Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo
                Securities, LLC as representatives of the several underwriters named
                therein.