Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.S-X of the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotesrelated notes included in the Annual Report to Stockholders for AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 29, 2009 (the “2009 Annual Report to Stockholders”).28, 2010.

Operating results for the twelve and thirty-six weeks ended May 8,November 20, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending August 28, 2010.27, 2011. Each of the first three quarters of AutoZone’s fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters for fiscal 20092010 and fiscal 20102011 each have 16 weeks. Additionally, the Company’s 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 winter months of December and January.

AutoZone recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date. Share-based payments include stock option grants and the discount on shares sold to employees under share purchase plans. Additionally, directors may defer a portion of their fees in units with value equivalent to the value of shares of common stock as of the grant date.

Total share-based compensation expense (a component of operating, selling, general and administrative expenses) was $4.3$5.1 million for the twelve week period ended May 8,November 20, 2010, and was $4.2 million for the comparable prior year period. Share-based compensation expense was $13.2 million for the thirty-six week period ended May 8, 2010, and was $13.5$4.3 million for the comparable prior year period.

During the thirty-sixtwelve week period ended May 8,November 20, 2010, the Company made stock option grants of 496,580423,520 shares. The Company granted options to purchase 593,842474,087 shares during the comparable prior year period. The weighted average fair value of the stock option awards granted during the thirty-sixtwelve week periods ended May 8,November 20, 2010 and May 9,November 21, 2009, using the Black-Scholes-Merton multiple-option pricing valuation model, was $40.75$58.53 and $34.05$40.08 per share, respectively, using the following weighted average key assumptions:

The carrying value of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid assets and accounts payable, approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company’s debt is included in “Note FH — Debt”Financing”.

Unrealized gains and losses on the marketable securities are recorded in accumulated other comprehensive income, net of tax. The Company’s basis for determining the cost of a security sold is the “Specific Identification Model”. Unrealized gains (losses) on marketable securities are recorded in accumulated other comprehensive loss. The Company’s available-for-sale marketable securities consisted of the following:

The Company holds threeten securities that are in an unrealized loss position.position of approximately $14 thousand at November 20, 2010. The Company has the intent and ability to hold these investments until recovery of fair value or maturity, and does not deem the investments to be impaired on an other than temporary basis. In evaluating whether the securities are deemed to be impaired on an other than temporary basis, the Company considers factors such as the duration and severity of the loss position, the creditworthinesscredit worthiness of the issuer,investee, the term to maturity and our intent and ability to hold the investments until maturity or until recovery of fair value.

The Company’s long-term debt consisted of the following:

The Company’s two operating segments (Domestic Auto Parts and Mexico) are aggregated as one reportable segment: Auto Parts Stores. The criteria the Company used to identify the reportable segment are primarily the nature of the products the Company sells and the operating results that are regularly reviewed by the Company’s chief operating decision maker to make decisions about the resources to be allocated to the business units and to assess performance. The accounting policies of the Company’s reportable segment are the same as those described in Note A in its 2009 Annual Report to Stockholders.on Form 10-K for the year ended August 28, 2010.

The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories through the Company’s 4,5214,645 stores in the United States, including Puerto Rico, and Mexico. 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.

The Other category reflects business activities that are not separately reportable, including ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the automotive repair industry, and E-commerce, which includes direct sales to customers throughwww.autozone.com.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
AutoZone, Inc.

We have reviewed the condensed consolidated balance sheet of AutoZone, Inc. as of May 8,November 20, 2010, the related condensed consolidated statements of income for the twelve and thirty-six week periods ended May 8,November 20, 2010 and May 9,November 21, 2009, and the condensed consolidated statements of cash flows for the thirty-sixtwelve week periods ended May 8,November 20, 2010 and May 9,November 21, 2009. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of AutoZone, Inc. as of August 29, 2009,28, 2010, and the related consolidated statements of income, changes in stockholders’ (deficit) equity, (deficit), and cash flows for the year then ended, not presented herein, and, in our report dated October 26, 2009,25, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 29, 200928, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Memphis, Tennessee
JuneDecember 16, 2010

We are the nation’s leading retailer and a leading distributor of automotive replacement parts and accessories. We began operations in 1979 and at May 8,November 20, 2010, operated 4,3094,404 stores in the United States, including Puerto Rico, and 212241 in Mexico. Each of our stores 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 May 8,November 20, 2010, in 2,3402,478 of our domestic stores and 141 of our Mexico stores, we also have a commercial sales program that provides prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. We also sell the ALLDATA brand automotive diagnostic and repair software throughwww.alldata.com. Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products throughwww.autozone.com, and as part of our commercial sales program, throughwww.autozonepro.com. We do not derive revenue from automotive repair or installation services.

Operating results for the twelve and thirty-six weeks ended May 8,November 20, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending August 28, 2010.27, 2011. 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 for fiscal 20092010 and fiscal 20102011 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 winter months of December and January.

Net sales were up 9.9%12.7%, driven by domestic same store sales growth of 7.1%9.5%. We experienced sales growth from both our retail and commercial customers. Earnings per share increased 31.5%33.7% for the quarter.

There are various factors occurring within the current economy that affect both our consumer and our industry, including the impact of the recent recession, higher unemployment and other challenging economic conditions, which we believe have aided our sales growth during the quarter. Given the nature of these macroeconomic factors, we cannot predict whether or for how long these trends will continue, nor can we predict to what degree these trends will impact us in the future. Our primary response to fluctuations in the demand for the products we sell are to adjust our advertising message,product assortment, store staffing, and product assortment.advertising message. We continue to believe we are well positioned to help our customers save money and meet their needs in a challenging macro environment.

The two statistics that 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. Prior to the recession, we had seen a close correlation between our net sales and the number of miles driven; however, recently we have seen minimal correlation in sales performance with miles driven. Sales have grown at an increased rate, while miles driven has either decreased or grown at a slower rate than what we have historically experienced. During this period of minimal correlation between net sales and miles driven, we believe net sales have been positively impacted by other factors, including the number of seven year old or older vehicles on the road. Since the beginning of the fiscal year 2010 and through MarchSeptember 2010 (latest publicly available information), miles driven improved by approximately 1.0%remained relatively flat as compared to the comparablecorresponding prior year period, and the average age of the U.S. light vehicle fleet continues to trend in our industry’s favor. As the economy continues to recover, we believe that annual miles driven will return to pre-recession low single digit growth rates and that the correlation between annual miles driven andnumber of seven year old or older vehicles will continue to increase; however, we are unable to predict the annual sales growth of our industryimpact, if any, these indicators will return.have on future results.

In the current environment, we have experienced growth in each of our maintenance, failure and discretionary sales categories as compared to previous quarters. Failure related categories were our best performing categories during the quarter. We remain focused on refining and expanding our product assortment to ensure we have the best merchandise at the right price in each of our categories.

Net sales for the twelve weeks ended May 8,November 20, 2010, increased $163.8$202.4 million to $1.822$1.792 billion, or 9.9%12.7%, over net sales of $1.658$1.589 billion for the comparable prior year period. Total auto parts sales increased by 10.0%12.8%, primarily driven by a domestic same store sales (sales for stores open at least one year) increase of 7.1%9.5% and net sales of $50.2$39.7 million from new stores. The domestic same store sales increase was driven by higher transaction value, as well as higher transaction count.

Gross profit for the twelve weeks ended May 8,November 20, 2010, was $923.1$907.7 million, or 50.7% of net sales, compared with $832.9$799.9 million, or 50.2%50.3% of net sales, during the comparable prior year period. The improvement in gross margin benefited from higher merchandise margins and leveraging distribution costs due to higher sales. The merchandise margin improvement of 23 basis points was primarily attributable to both a shift in mix to higher marginincreased penetration of Duralast product offerings and lower product acquisition costs.

Operating, selling, general and administrative expenses for the twelve weeks ended May 8,November 20, 2010, were $567.3$601.6 million, or 31.1%33.6% of net sales, compared with $527.7$539.5 million, or 31.8%33.9% of net sales, during the comparable prior year period. The reduction in operating expenses, as a percentage of sales, reflected leverage of store operating expenses due to higher sales, partially offset by 17increased incentive compensation costs (35 basis points of expense from thepoints), higher legal expenses (27 bps), and continued investmentinvestments in our hub store initiative and 16(18 basis points from higher pension expense.points).

Depending on the timing and magnitude of our future investments (either in the form of leased or purchased properties or acquisitions), working capital requirements and stock repurchases, we anticipate that we will rely primarily on internally generated funds and available borrowing capacity. However, thecapacity 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 in view of our current credit ratings and previous historyfavorable experiences in the credit markets.debt markets in the past.

For the trailing four quarters ended May 8,November 20, 2010, our after-tax return on invested capital (“ROIC”) was 26.5%28.6% as compared to 24.3%25.0% for the comparable prior year period. ROIC is calculated as after-tax operating profit (excluding rent charges) divided by average invested capital (which includes a factor to capitalize operating leases). ROIC increased primarily due to increased after-tax operating profit. We use ROIC to evaluate whether we are effectively using our capital resources and believe it is an important indicator of our overall operating performance.

We maintain an $800 million revolving credit facility with a group of banks to primarily support commercial paper borrowings, letters of credit and other short-term unsecured bank loans. The credit facility may be increased to $1.0 billion at AutoZone’sour election and subject to bank credit capacity and approval, may include up to $200 million in letters of credit, and may include up to $100 million in capital leases each fiscal year. As the available balance is reduced by commercial paper borrowings and certain outstanding letters of credit, we had $415.5$669.6 million in available capacity under this facility at May 8,November 20, 2010. Under the revolving credit facility, we may borrow funds consisting of Eurodollar loans or base rate loans. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as the London InterBank Offered Rate (“LIBOR”) plus the applicable percentage, which could range from 150 basis points to 450 basis points, depending upon our senior unsecured (non-credit enhanced) long-term debt rating. ThisInterest accrues on base rate loans at the prime rate. We also have the option to borrow funds under the terms of a swingline loan subfacility. The revolving credit facility expires in July 2012.

The 6.50% and 7.125% Senior Notes issued during August 2008, and the 5.75% Senior Notes issued in July 2009, are subject to an interest rate adjustment if the debt ratings assigned to the notes are downgraded. TheyThese notes, along with the 4.000% Senior Notes issued in November 2010, also contain a provision that repayment of the notes may be accelerated if AutoZone experiences a change in control (as defined in the agreements). Our borrowings under our other senior notes contain minimal covenants, primarily restrictions on liens. Under our other borrowing arrangements, covenants include limitations on total indebtedness, restrictions on liens, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances. All of the repayment obligations under our borrowing arrangements may be accelerated and come due prior to the scheduled payment date if covenants are breached or an event of default occurs. As of May 8,November 20, 2010, we were in compliance with all covenants and expect to remain in compliance with all covenants.

From January 1, 1998 to May 8,November 20, 2010, we have repurchased a total of 118.9123.0 million shares at an aggregate cost of $8.1$9.0 billion, including 3,532,6051,295,300 shares of our common stock at an aggregate cost of $558.3$299.7 million during the thirty-sixtwelve week period ended May 8,November 20, 2010. On December 16, 2009,September 28, 2010, the Board of Directors (the “Board”) voted to increase the authorization by $500 million to raise the cumulative share repurchase authorization from $7.9$8.9 billion to $8.4$9.4 billion. Considering cumulative repurchases as of May 8,November 20, 2010, we have $250.8$385.8 million remaining under the Board’s authorization to repurchase our common stock. On JuneDecember 15, 2010, the Board voted to increase the authorization by $500 million to raise the cumulative share repurchase authorization from $8.4$9.4 billion to $8.9$9.9 billion. Subsequent to May 8,November 20, 2010, we have repurchased 816,390327,900 shares of our common stock at an aggregate cost of $153.9$84.8 million.

Since our fiscal year end, we have cancelled, issued and modified stand-by letters of credit that are primarily renewed on an annual basis to cover premium and deductible payments to our workers’ compensationcasualty insurance carriers. Our total stand-by letters of credit commitment at May 8,November 20, 2010, was $107.5$97.9 million compared with $111.9$107.6 million at August 29, 2009,28, 2010, and our total surety bonds commitment at May 8,November 20, 2010, was $17.7$25.0 million compared with $14.8$23.7 million at August 29, 2009. Subsequent to May 8, 2010, we executed a new $100 million letter of credit facility.28, 2010.

As of May 8,November 20, 2010, there were no significant changes to our contractual obligations as described in our 2009 Annual Report to Stockholders.on Form 10-K for the year ended August 28, 2010.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations include certain financial measures not derived in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP financial measures provide additional information for determining our optimum capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders’ value.

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 the non-GAAP financial measures, as we believe they provide additional information that is useful to investors as they indicate more clearly the Company’s comparative year-to-year operating results.investors. Furthermore, our management and the Compensation Committee of the Board use the abovementioned non-GAAP financial measures to analyze and compare our underlying operating results and 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.

The following tables reconcile the percentages of ROIC for the trailing four quarters ended May 8,November 20, 2010 and May 9,November 21, 2009.

The following tables reconcile the ratio of adjusted debt to EBITDAR for the trailing four quarters ended May 8,November 20, 2010 and May 9,November 21, 2009.

Certain statements contained in this press releaseQuarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” 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: credit market conditions; the impact of recessionary conditions; competition; product demand; the ability to hire and retain qualified employees; consumer debt levels; inflation; weather; raw material costs of our suppliers; energy prices; war and the prospect of war, including terrorist activity; construction delays; access to available and feasible financing; and changes in laws or regulations. Certain of these risks are discussed in more detail in the “Risk Factors”Risk Factors section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 29, 2009,28, 2010, and these Risk Factors should be read carefully. Forward-looking statements are not guarantees of future performance and 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. 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. Actual results may materially differ from anticipated results.

At May 8,November 20, 2010, there have been no material changes to our instruments and positions that are sensitive to market risk since the disclosures in our 2009 Annual Report to Stockholders,on Form 10-K for the year ended August 28, 2010, except as described below.

The fair value of our debt was estimated at $2.946$3.136 billion as of May 8,November 20, 2010, and $2.853$3.182 billion as of August 29, 2009,28, 2010, based on the quoted market prices for the same or similar debt issues or on the current rates available to AutoZone for debt of the same terms. Such fair value is greater than the carrying value of debt by $247.6$257.1 million at May 8,November 20, 2010 and $126.5$273.5 million at August 29, 2009.28, 2010. We had $249.2$129.2 million of variable rate debt outstanding at May 8,November 20, 2010, and $277.6$459.2 million of variable rate debt outstanding at August 29, 2009.28, 2010. At these borrowing levels for variable rate debt, a one percentage point increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows of $2.5$1.3 million in fiscal 2010.2011. The primary interest rate exposure on variable rate debt is based on LIBOR. We had outstanding fixed rate debt of $2.449$2.750 billion at May 8,November 20, 2010, and $2.449 billion at August 29, 2009.28, 2010. A one percentage point increase in interest rates would reduce the fair value of our fixed rate debt by $99.1$126.9 million at May 8, 2010, and $105.9 million at August 29, 2009.November 20, 2010.

As of May 8,November 20, 2010, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of May 8,November 20, 2010. During or subsequent to the quarter ended May 8,November 20, 2010, there were no changes in our internal controls that have materially affected or are reasonably likely to materially affect, internal controls over financial reporting.

Not applicable.

AsWe are a defendant in a lawsuit entitled “Coalition for a Level Playing Field, L.L.C., et al., v. AutoZone, Inc. et al.,” filed in the U.S. District Court for the Southern District of New York in October 2004. The case was filed by more than 200 plaintiffs, which are principally automotive aftermarket warehouse distributors and jobbers, against a number of defendants, including automotive aftermarket retailers and aftermarket automotive parts manufacturers. In the amended complaint, the plaintiffs allege,inter alia, that some or all of the dateautomotive aftermarket retailer defendants have knowingly received, in violation of the Robinson-Patman Act (the “Act”), from various of the manufacturer defendants benefits such as volume discounts, rebates, early buy allowances and other allowances, fees, inventory without payment, sham advertising and promotional payments, a share in the manufacturers’ profits, benefits of pay-on-scan purchases, implementation of radio frequency identification technology, and excessive payments for services purportedly performed for the manufacturers. Additionally, a subset of plaintiffs alleges a claim of fraud against the automotive aftermarket retailer defendants based on discovery issues in a prior litigation involving similar claims under the Act. In the prior litigation, the discovery dispute, as well as the underlying claims, was decided in favor of AutoZone and the other automotive aftermarket retailer defendants who proceeded to trial, pursuant to a unanimous jury verdict which was affirmed by the Second Circuit Court of Appeals. In the current litigation, the plaintiffs seek an unspecified amount of damages (including statutory trebling), attorneys’ fees, and a permanent injunction prohibiting the aftermarket retailer defendants from inducing and/or knowingly receiving discriminatory prices from any of the aftermarket manufacturer defendants and from opening up any further stores to compete with the plaintiffs as long as the defendants allegedly continue to violate the Act.

We believe this filing, there have been no additional materialsuit to be without merit and are vigorously defending against it. We are unable to estimate a loss or possible range of loss.

We are involved in various other legal proceedings or material developmentsincidental to the conduct of our business, including several lawsuits containing class-action allegations in which the plaintiffs are current and former hourly and salaried employees who allege various wage and hour violations and unlawful termination practices. We do not currently believe that, in the legal proceedings disclosedaggregate, these matters will result in Part I, Item 3,liabilities material to our financial condition, results of our Annual Report on Form 10-K for the fiscal year ended August 29, 2009.operations, or cash flows.

As of the date of this filing, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended August 29, 2009.28, 2010.

Shares of common stock repurchased by the Company during the quarter ended May 8,November 20, 2010, were as follows: