Obligation AutoZone 5.75% ( US053332AK87 ) en USD

AutoZone

100 % ▲

Etas-Unis

US053332AK87 ( en USD )

5.75% par an ( paiement semestriel )

15/01/2015 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AK87 en USD 5.75%, échue

2 000 USD

500 000 000 USD

053332AK8

NR

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AK87, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2015

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AK87, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AK87, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(2)
Registration No. 333-152592
CALCULATION OF REGISTRATION FEE

Maximum aggregate offering
Amount of registration

Title of each class of securities to be registered

price

fee(l)

5.750 % Senior Notes Due 2015

$ 500,000,000

--

Total

$ 500,000,000

$ 27,900

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement
June 29, 2009
(To Prospectus Dated July 29, 2008)

$500,000,000

AutoZone, Inc.
5.750% Senior Notes due 2015

We are offering $500 million aggregate principal amount of 5.750% Senior Notes due 2015, or the "notes." We
will pay interest on the notes on January 15 and July 15 each year, beginning January 15, 2010. The notes will
mature on January 15, 2015. We may redeem the notes at our option, at any time in whole or from time to time
in part, at the redemption prices described in this prospectus supplement under "Description of Notes--Optional
Redemption." If a change of control triggering event, as described herein, occurs, unless we have exercised our
option to redeem the notes, holders of the notes may require us to repurchase the notes at the price described
in this prospectus supplement under "Description of Notes--Change of Control."

The notes will be senior unsecured obligations and will rank equally with our other senior unsecured liabilities
and senior to any future subordinated indebtedness. The notes will be issued only in registered form in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

See "Risk Factors" beginning on page S-4 for a discussion of certain risks that you should consider in
connection with an investment in the notes.

Per note
Total

Public Offering Price(1)
99.959% $ 499,795,000
Underwriting discount
0.600% $ 3,000,000
Proceeds (before expenses) to AutoZone, Inc.
99.359% $ 496,795,000

(1) Plus accrued interest, if any, from July 2, 2009, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on
July 2, 2009.

Joint Book-Running Managers

J.P. Morgan
Wachovia Securities
U.S. Bancorp Investments, Inc.

Co-Managers

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Banc of America Securities LLCMorgan Keegan & Company, Inc.SunTrust Robinson Humphrey

Citi

Fifth Third Securities, Inc.
KeyBanc Capital Markets
Mitsubishi UFJ Securities

Mizuho Securities USA Inc.
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Table of contents

Page

Prospectus supplement
About this prospectus supplement
S-i
Forward-looking statements
S-i
Summary
S-1
Risk factors
S-4
Use of proceeds
S-
10
Ratio of earnings to fixed charges
S-
10
Description of notes
S-
11
Certain united states federal income tax considerations
S-
31
Underwriting
S-
37
Legal matters
S-
40
Experts
S-
40

Prospectus
About this prospectus

(i)
Where you can find more information

(i)
Incorporation of certain documents by reference

(i)
AutoZone, Inc.

1
Forward-looking statements

1
Use of proceeds

1
Description of debt securities

2
Plan of distribution

6
Legal matters

7
Experts

7
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About this prospectus supplement

You should read this prospectus supplement along with the accompanying prospectus. This prospectus
supplement and the accompanying prospectus form one single document and both contain information
you should consider when making your investment decision.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of
the notes in certain jurisdictions may be restricted by law. Persons into whose possession this
prospectus supplement and the accompanying prospectus come should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.

You should rely only on the information contained or incorporated by reference in this
prospectus supplement, in the accompanying prospectus and in any free writing prospectus
filed by us with the Securities and Exchange Commission. Neither we nor the underwriters have
authorized anyone to provide you with additional or different information. If anyone provided
you with additional or different information, you should not rely on it. Neither we nor the
underwriters are making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information contained in this prospectus
supplement, the accompanying prospectus, any free writing prospectus filed by us with the
Securities and Exchange Commission and the documents incorporated by reference is accurate
only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.

When we refer to "we," "our" and "us" in this prospectus supplement, we mean AutoZone, Inc.,
including, unless the context otherwise requires or as otherwise expressly stated, our subsidiaries.
When we refer to "you" or "yours," we mean the purchasers of the notes.

Forward-looking statements

All statements included or incorporated by reference in this prospectus supplement and the
accompanying prospectus, other than statements of historical fact, that address activities, events or
developments that we intend, expect, project, believe, plan, estimate or anticipate will or may occur in
the future are forward-looking statements (as the term is defined in Section 27A of the Securities Act of
1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")). 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 they believe to be appropriate. These are subject to a number of risks and
uncertainties, including, but not limited to, those described in Item 1A to our annual report
on Form 10-K, which is expressly incorporated by reference into this prospectus supplement and the
accompanying prospectus, and those risks described in this prospectus supplement under "Risk
Factors," and elsewhere in documents filed with the SEC and incorporated by reference into this
prospectus supplement and the accompanying prospectus, as well as other factors that our
management
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has not yet identified, including without limitation, competition, product demand, the economy, credit
markets, 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,
availability of commercial transportation, construction delays, access to available and feasible
financing, and changes in laws or regulations. 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 such events 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.

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Summary

This summary description of our business and the offering may not contain all the information that may
be important to you. You should read this entire prospectus supplement and the accompanying
prospectus, including the information set forth under the heading "Risk Factors" and the financial data
and related notes included or incorporated by reference herein, before making an investment decision.

The company

We are the nation's leading specialty retailer and a leading distributor of automotive replacement parts
and accessories, with most of our sales to do-it-yourself ("DIY") customers. We began operations in
1979 and as of May 9, 2009, we operated 4,172 stores in 48 states, the District of Columbia and
Puerto Rico in the United States, and 168 stores 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. In many of our
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 direct sales and www.alldata.com. Additionally, we sell automotive hard parts, maintenance
items, accessories and non-automotive products through www.autozone.com. We do not derive
revenue from automotive repair or installation.

Recent developments

We have executed a commitment letter with a group of banks to enter into a revolving credit facility for
$800 million, which amount may be increased at our election to $1 billion. This new revolving credit
facility is being entered into in order to replace our existing revolving credit facility, which expires in
May 2010. We expect to enter into the new revolving credit facility in July 2009.

On June 17, 2009, we announced that our Board of Directors authorized the repurchase of an
additional $500 million of our common stock in connection with our ongoing share repurchase program.
Including the above amount, the share repurchase authorization now totals $7.9 billion since 1998.

Risk factors

Investment in the notes involves risks. You should carefully consider the information under "Risk
Factors" beginning on page S-4 and all other information in the prospectus supplement and
accompanying prospectus.

Additional information

AutoZone, Inc. is a Nevada corporation. Our executive offices are located at 123 South Front Street,
Memphis, Tennessee 38103, and our telephone number is (901) 495-6500. We maintain a website at
www.autozoneinc.com. Information contained on our website does not constitute a part of this
document and is not incorporated by reference herein.

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