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 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 related notes included in the AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 28, 2010.27, 2011.

Operating results for the twelve and thirty-six weeks ended May 7,November 19, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending August 27, 2011.25, 2012. 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 20102011 and fiscal 20112012 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 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, restricted stock grants, restricted stock unit grants and the discount on shares sold to employees under share purchase plans. Additionally, directors’ fees are paid in restricted stock units with value equivalent to the value of shares of common stock as of the grant date. The change in fair value of liability-based stock awards is also recognized in share-based compensation expense.

Total share-based compensation expense (a component of operating,Operating, selling, general and administrative expenses) was $6.4$7.6 million for the twelve week period ended May 7,November 19, 2011, and was $4.3 million for the comparable prior year period. Share-based compensation expense was $18.5 million for the thirty-six week period ended May 7, 2011, and was $13.2$5.1 million for the comparable prior year period.

During the thirty-sixtwelve week period ended May 7,November 19, 2011, 436,394162,510 shares of stock options were exercised at a weighted average exercise price of $99.87.$118.12. In the comparable prior year period, 380,503218,666 shares of stock options were exercised at a weighted average exercise price of $77.27. The$104.16.

During the twelve week period ended November 19, 2011, the Company made stock option grants of 424,780 shares during the thirty-six week period ended May 7, 2011, and375,630 shares. The Company granted options to purchase 496,580423,520 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 7,November 19, 2011 and May 8,November 20, 2010, using the Black-Scholes-Merton multiple-option pricing valuation model, was $58.58$93.04 and $40.75$58.53 per share, respectively, using the following weighted average key assumptions:

The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a hierarchy of valuation inputs to measure fair value.

The hierarchy prioritizes the inputs into three broad levels:

The Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

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 accumulatedAccumulated other comprehensive loss. The Company’s available-for-sale marketable securities consisted of the following:

The components of net periodic pension expense related to the Company’s pension plans consisted of the following:

The fair value of the Company’s debt was estimated at $3.454$3.609 billion as of May 7,November 19, 2011, and $3.182$3.633 billion as of August 28, 2010,27, 2011, based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same terms. Such fair value is greater than the carrying value of debt by $232.9$254.7 million at May 7,November 19, 2011, and $273.5$281.0 million at August 28, 2010.27, 2011.

From January 1, 1998 to May 7,November 19, 2011, the Company has repurchased a total of 125.8128.3 million shares at an aggregate cost of $9.7$10.5 billion, including 4,100,342954,389 shares of its common stock at an aggregate cost of $1.0 billion$309.8 million during the thirty-sixtwelve week period ended May 7,November 19, 2011. On December 15, 2010,September 28, 2011, the Board voted to increase the authorization by $500$750 million to raise the cumulative share repurchase authorization from $9.4$10.4 billion to $9.9$11.15 billion. Considering cumulative repurchases as of May 7,November 19, 2011, the Company had $151.9$658.9 million remaining under the Board’s authorization to repurchase its common stock.

The Company believes this suit to be without merit and is vigorously defending against it. The Company is unable to estimate a loss or possible range of loss.

In 2004, the Company acquired a store site in Mount Ephraim, New Jersey that had previously been the site of a gasoline service station and contained evidence of groundwater contamination. Upon acquisition, the Company voluntarily reported the groundwater contamination issue to the New Jersey Department of Environmental Protection and entered into a Voluntary Remediation Agreement providing for the remediation of the contamination associated with the property. The Company has conducted and paid for (at an immaterial cost to the Company) remediation of visible contamination on the property and is investigating, and will be addressing, potential vapor intrusion impacts in downgradient residences and businesses. The New Jersey Department of Environmental Protection has indicated that it will assert that the Company is liable for the downgradient impacts under a joint and severable liability theory, and the Company intends to contest any such assertion. Pursuant to the Voluntary Remediation Agreement, upon completion of all remediation required by the agreement, the Company isbelieves it should be eligible to be reimbursed up to 75 percent of itsqualified remediation costs by the State of New Jersey. The Company has asked the state for clarification that the agreement applies to off-site work, and the state is considering the request. Although the aggregate amount of additional costs that the Company may incur pursuant to the Voluntary Remediation Agreementremediation cannot currently be ascertained, the Company does not currently believe that fulfillment of its obligations under the agreement or otherwise will result in costs that are material to its financial condition, results of operations or cash flow.

The Company is involved in various other legal proceedings incidental to the conduct of its 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. The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company’s financial condition, results of operations or cash flows.

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 Annual Report on Form 10-K for the year ended August 28, 2010.27, 2011.

The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories through the Company’s 4,7284,832 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 through www.autozone.com.

The Company evaluates its reportable segment primarily on the basis of net sales and segment profit, which is defined as gross profit. Segment results for the periods presented were as follows:

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 7,November 19, 2011, the related condensed consolidated statements of income for the twelve and thirty-six week periods ended May 7,November 19, 2011 and May 8,November 20, 2010, and the condensed consolidated statements of cash flows for the thirty-sixtwelve week periods ended May 7,November 19, 2011 and May 8,November 20, 2010. 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 28, 2010,27, 2011, and the related consolidated statements of income, stockholders’ (deficit) equity, and cash flows for the year then ended, not presented herein, and, in our report dated October 25, 2010,24, 2011, 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 28, 201027, 2011 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Memphis, Tennessee
JuneDecember 15, 2011

We are the nation’s leading retailer and a leading distributor of automotive replacement parts and accessories in the United States. We began operations in 1979 and at May 7,November 19, 2011, operated 4,4674,551 stores in the United States, including Puerto Rico, and 261281 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 7,November 19, 2011, in 2,5552,733 of our domestic stores, we also have a commercial sales program that provides commercial credit and 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 through www.alldata.com and www.alldatadiy.com. Additionally, we sell automotive hard parts, maintenance items, accessories, and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. We do not derive revenue from automotive repair or installation services.

Operating results for the twelve and thirty-six weeks ended May 7,November 19, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending August 27, 2011.25, 2012. 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 20102011 and fiscal 20112012 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 months of December and January.

Net sales were up 8.6%7.4% for the quarter, driven by domestic same store sales growth of 5.3%4.6%. We experienced sales growth from both our retail and commercial customers. Earnings per share increased 28.5%24.0% for the quarter.

Over the past several years, various factors have occurred within the economy that affect both our consumer and our industry, including the impact of the recession, continued high unemployment and other challenging economic conditions, which we believe have aided our sales growth during the quarter. As consumers’ cash flows have decreased due to these factors, we believe consumers have become more likely to keep their current vehicles longer and perform repair and maintenance in order to keep those vehicles well maintained. 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.

More recently, we feel other macroeconomic factors have adversely impacted both our consumer and our industry. InDuring the thirdfirst quarter unleaded gas prices increased by $0.83of fiscal 2012, the average price per gallon to $3.97 per gallon (on a national level). Duringof unleaded gasoline in the United States was $3.50, up $0.72 or 26% from $2.78 in the comparable prior year period, unleaded gas prices increased only $0.30 per gallon to $2.91 per gallon.period. We believe that the increase in gas prices is reducing discretionary spending for all consumers, and, in particular, our customers. While prices have declined since the end of our thirdfirst quarter, given the unpredictability of gas prices, we cannot predict whether gas prices will increase or decrease, nor can we predict how any future changes in gas prices will impact our sales in future periods.

Our primary response to fluctuations in the demand for the products we sell are to adjust our inventory levels, store staffing, and advertising messages. We continue to believe we are well positioned to help our customers save money and meet their needs in a challenging macro environment.

Historically, the two statistics that we believed had the closest correlation to our market growth over the long-term were miles driven and the number of seven year old or older vehicles on the road. Prior to the recent 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 fiscal year 20102011 and through MarchSeptember 2011 (latest publicly available information), miles driven remained relatively flathave decreased slightly as compared to the corresponding prior year period, and the average age of the U.S. light vehicle fleet continues to trend in our industry’s favor. We believe that annual miles driven will return to a low single digit growth rate over time and that the number of seven year old or older vehicles will continue to increase; however, we are unable to predict the impact, if any, these indicators will have on future results.

In the thirdfirst quarter, failure and maintenance related categories continued to represent the largest portion of our sales mix, at approximately 83%84% of total sales, with failure related categories continuing to be our strongest performers. While we have not experienced any fundamental shifts in our category sales mix over recent periods, we did experience a slight declineincrease in sales of maintenance and discretionary categories. We believe maintenance and discretionaryfailure related products were impacted by higher gas pricescategories as well as cooler and wetter weather patterns in certain markets.a percentage of sales. 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 7,November 19, 2011, increased $156.4$132.7 million to $1.978$1.924 billion, or 8.6%7.4%, over net sales of $1.822$1.792 billion for the comparable prior year period. Total auto parts sales increased by 8.5%7.4%, primarily driven by a domestic same store sales (sales for stores open at least one year) increase of 5.3%4.6% and net sales of $51.7$47.3 million from new stores. The domestic same store sales increase was driven by higher transaction value, partially offset by decreased transaction counts. Higher transaction value is attributable to product inflation due to more complex, costly products and to a lesser extent, increased transaction count trends.commodity price increases.

Gross profit for the twelve weeks ended May 7,November 19, 2011, was $1.014 billion,$983.6 million, or 51.2%51.1% of net sales, compared with $923.1$907.7 million, or 50.7% of net sales, during the comparable prior year period. The improvement in gross margin was attributable to distribution costs leveraging on higher sales (23 basis points), lower shrink expense (35(18 basis points) and slightly higher merchandise margins (23 basis points). The increased merchandise margins continued to benefit this quarter from increased penetration of Duralast product sales.margins.

Operating, selling, general and administrative expenses for the twelve weeks ended May 7,November 19, 2011, were $620.6$642.7 million, or 31.4%33.4% of net sales, compared with $567.3$601.6 million, or 31.1%33.6% of net sales, during the comparable prior year period. The increaseimprovement in operating expenses as a percentage of sales, was primarily the result of increased investments in our hub store initiative (18due to lower incentive compensation (33 basis points), favorable legal expense (32 basis points) and leverage from higher fuelsales volumes. This leverage was partially offset by higher self insurance costs related to delivering products to commercial customers (8(51 basis points).

Net interest expense for the twelve weeks ended May 7,November 19, 2011, was $39.9$39.1 million compared with $36.8$37.3 million during the comparable prior year period. This increase was primarily due to the increase in debt over the comparable prior year period, offset by a slight decrease in borrowing rates. Average borrowings for the twelve weeks ended May 7,November 19, 2011, were $3.219$3.287 billion, compared with $2.743$2.861 billion for the comparable prior year period. Weighted average borrowing rates were 5.0%4.8% for the twelve weeks ended May 7,November 19, 2011, and 5.3% for the twelve weeks ended May 8,November 20, 2010.

Our effective income tax rate was 35.6%36.7% of pretax income for the twelve weeks ended May 7,November 19, 2011, and 36.4%36.0% for the comparable prior year period.

Net income for the twelve week period ended May 7,November 19, 2011, increased by $24.6$19.0 million to $227.4$191.1 million, and diluted earnings per share increased by 28.5%24.0% to $5.29$4.68 from $4.12$3.77 in the comparable prior year period. The impact on current quarter diluted earnings per share from stock repurchases since the end of the comparable prior year period was an increase of $0.66.$0.48.

In addition to the building and land costs, our new-store development program requires working capital, predominantly for inventories. Historically, we have negotiated extended payment terms from suppliers, reducing the working capital required and resulting in a high accounts payable to inventory ratio. We plan to continue leveraging our inventory purchases; however, our ability to do so may be limited by our vendors’ capacity to factor their receivables from us. Certain vendors participate in financing arrangements with financial institutions whereby they factor their receivables from us, allowing them to receive payment on our invoices at a discounted rate.

Depending on the timing and magnitude of our future investments (either in the form of leased or purchased properties or acquisitions), we anticipate that we will rely primarily on internally generated funds and available borrowing capacity 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 favorable experiences in the debt markets in the past.

For the trailing four quarters ended May 7,November 19, 2011, our after-tax return on invested capital (“ROIC”) was 30.2%32.1% as compared to 26.5%28.6% 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 anIn September 2011, we amended and restated our $800 million revolving credit facility, with a group of bankswhich was scheduled to expire in July 2012. The capacity under the revolving credit facility was increased to $1.0 billion. This credit facility is available to primarily support commercial paper borrowings, letters of credit and other short-term, unsecured bank loans. The capacity of the credit facility may be increased to $1.0$1.250 billion prior to the maturity date at our 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$175 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 $346.6 million in available capacity under this facility at May 7, 2011. 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,as defined in the revolving credit facility, depending upon our senior, unsecured, (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans atas defined in the prime rate.revolving credit facility. We also have the option to borrow funds under the terms of a swingline loan subfacility. The revolving credit facility expires in July 2012.September 2016.

The following tables reconcile the ratio of adjusted debt to EBITDAR for the trailing four quarters ended May 7,November 19, 2011 and May 8,November 20, 2010.

Certain statements contained in this Quarterly 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” section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 28, 2010,27, 2011, 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 7,November 19, 2011, there have been no material changes to our instruments and positions that are sensitive to market risk since the disclosures in our Annual Report on Form 10-K for the year ended August 28, 2010,27, 2011, except as described below.

The fair value of our debt was estimated at $3.454$3.609 billion as of May 7,November 19, 2011, and $3.182$3.633 billion as of August 28, 2010,27, 2011, 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 $232.9$254.7 million at May 7,November 19, 2011 and $273.5$281.0 million at August 28, 2010.27, 2011. We had $470.8$604.3 million of variable rate debt outstanding at May 7,November 19, 2011, and $459.2$601.7 million of variable rate debt outstanding at August 28, 2010.27, 2011. 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 $4.7$6.0 million in fiscal 2011.2012. The primary interest rate exposure on variable rate debt is based on LIBOR. We had outstanding fixed rate debt of $2.750 billion at May 7,November 19, 2011, and $2.449$2.750 billion at August 28, 2010.27, 2011. A one percentage point increase in interest rates would reduce the fair value of our fixed rate debt by $115.2$105.9 million at May 7,November 19, 2011.

As of May 7,November 19, 2011, 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 7,November 19, 2011. During or subsequent to the quarter ended May 7,November 19, 2011, 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.

We arewere 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 originally 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,alleged,inter alia, that some or all of the automotive aftermarket retailer defendants havehad 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 allegesalleged 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 seeksought 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.

In an order dated September 7, 2010, and issued on September 16, 2010, the court granted motions to dismiss all claims against AutoZone and its co-defendant competitors and suppliers. Based on the record in the prior litigation, the court dismissed with prejudice all overlapping claims — that is, those covering the same time periods covered by the prior litigation and brought by the judgment plaintiffs in the prior litigation. The court also dismissed with prejudice the plaintiffs’ attempt to revisit discovery disputes from the prior litigation. Further, with respect to the other claims under the Act, the court found that the factual statements contained in the complaint fall short of what would be necessary to support a plausible inference of unlawful price discrimination. Finally, the court held that the AutoZone pay-on-scan program is a difference in non-price terms that are not governed by the Act. The court ordered the case closed, but also stated that “in an abundance of caution the Court [was] defer[ring] decision on whether to grant leave to amend to allow plaintiff an opportunity to propose curative amendments.” The Plaintiffsplaintiffs filed a motion for leave to amend their complaint and attached a proposed Third Amended and Supplemental Complaint (the “Third Amended Complaint”) on behalf of four plaintiffs. The Third Amended Complaint repeatsrepeated and expandsexpanded certain allegations from previous complaints, asserting two claims under the Act, but statesstated that all other plaintiffs have withdrawn their claims, and that,inter alia, Chief Auto Parts, Inc. hashad been dismissed as a defendant. AutoZone and the co-defendants have filed an opposition to the motion seeking leave to amend which is beforeamend.

In an order dated September 28, 2011, the court denied the four remaining plaintiffs’ motion for decision.leave to file a Third Amended Complaint because the proposed Third Amended Complaint failed to address deficiencies previously identified by the court. On October 26, 2011, an appeal of the dismissal was filed by 143 plaintiffs to the United States Court of appeals for the Second Circuit. Briefing by both sides will proceed over the next several months and will likely be followed by oral argument.

We believe this suit to be without merit and are vigorously defending against it. We are unable to estimate a loss or possible range of loss.

In 2004, weAutoZone acquired a store site in Mount Ephraim, New Jersey that had previously been the site of a gasoline service station and contained evidence of groundwater contamination. Upon acquisition, we voluntarily reported the groundwater contamination issue to the New Jersey Department of Environmental Protection and entered into a Voluntary Remediation Agreement providing for the remediation of the contamination associated with the property. We haveAutoZone has conducted and paid for (at an immaterial cost to us) remediation of visible contamination on the property and areis investigating, and will be addressing, potential vapor intrusion impacts in downgradient residences and businesses. The New Jersey Department of Environmental Protection has indicated that it will assert that the Company is liable for the downgradient impacts under a joint and severable liability theory, and we intend to contest any such assertion. Pursuant to the Voluntary Remediation Agreement, upon our completion of all remediation required by the agreement, we arebelieve we should be eligible to be reimbursed up to 75 percent of ourqualified remediation costs by the State of New Jersey. We have asked the state for clarification that the agreement applies to off-site work, and the state is considering the request. Although the aggregate amount of additional costs that we may incur pursuant to the Voluntary Remediation Agreementremediation cannot currently be ascertained, we do not currently believe that fulfillment of our obligations under the agreement or otherwise will result in costs that are material to our financial condition, results of operations or cash flow.

We are involved in various other legal proceedings incidental 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, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of 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 28, 2010.27, 2011.

Shares of common stock repurchased by the Company during the quarter ended May 7,November 19, 2011, were as follows: