AUTOZONE, INC. (NYSE:AZO) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01.

The information provided in Item 2.03 of this report is
incorporated by reference into this Item 1.01.

On April18, 2017, AutoZone, Inc. (the Company) completed the sale
of $600million aggregate principal amount of its 3.750% Notes due
2027 (the Notes). The Notes bear interest at a fixed rate equal
to 3.750%per year, payable semi-annually.

The Notes were issued to an Indenture dated as of August8, 2003
(the Indenture), between the Company and The Bank of New York
Mellon Trust Company, N.A., as successor in interest to Bank One
Trust Company, N.A., as trustee, and were offered and sold to the
Companys shelf registration statement filed with the Securities
and Exchange Commission (the Commission) on April15, 2015, on
Form S-3 (File No.333-203439), as supplemented by a prospectus
supplement dated April6, 2017, filed with the Commission on
April7, 2017. to the Indenture, the Company executed an Officers
Certificate dated April18, 2017 setting forth the terms of the
Notes (the Notes Officers Certificate).

The Company will pay interest on the Notes on June 1 and
December1 of each year, beginning December1, 2017. The Notes will
mature on June1, 2027. The Notes will be senior unsecured debt
obligations of the Company and will rank equally with the
Companys other senior unsecured liabilities and senior to any
future subordinated indebtedness of the Company. The Notes are
subject to customary covenants restricting the Companys ability,
subject to certain exceptions, to incur debt secured by liens, to
enter into sale and leaseback transactions or to merge or
consolidate with another entity or sell substantially all of its
assets to another person. The Indenture provides for customary
events of default and further provides that the trustee or the
holders of 25% in aggregate principal amount of the outstanding
series of Notes may declare such Notes immediately due and
payable upon the occurrence of any event of default after
expiration of any applicable grace period.

The Company may redeem the Notes at the Companys option, at any
time in whole or from time to time in part, on not less than 30
nor more than 60 days notice, at the redemption prices described
in the Officers Certificate. If a change of control, as defined
in the Officers Certificate, occurs, unless the Company has
exercised its option to redeem the Notes, holders of the Notes
may require the Company to repurchase the Notes at the prices
described in the Officers Certificate.

The above description of the Officers Certificate and the Notes
is qualified in its entirety by reference to the Officers
Certificate to the Indenture setting forth the terms of the
Notes, and the form of the Notes, copies of which are attached
hereto as Exhibits 4.1, 4.2 and 4.3, respectively.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

Date: April18, 2017

EXHIBIT INDEX

About AUTOZONE, INC. (NYSE:AZO)

Autozone, Inc. is a retailer and distributor of automotive replacement parts and accessories in the United States. The Company operates through the Auto Parts Locations segment. The Auto Parts Locations segment is a retailer and distributor of automotive parts and accessories. As of August 27, 2016, the Company operated through 5,814 locations in the United States, Puerto Rico, Mexico and Brazil. The Company’s stores carry product lines for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. The Company’s other operating segments include ALLDATA, which produces, sells and maintains diagnostic and repair information software used in the automotive repair industry; E-commerce, which includes direct sales to customers through www.autozone.com, and AutoAnything, which includes direct sales to customers through www.autoanything.com.

AUTOZONE, INC. (NYSE:AZO) Recent Trading Information

AUTOZONE, INC. (NYSE:AZO) closed its last trading session up +1.46 at 689.07 with 218,176 shares trading hands.