Bond AutoSphere 4% ( US053332AL60 ) in USD

AutoSphere

100 % ⇌

United States

US053332AL60 ( in USD )

4% per year ( payment 2 times a year)

14/11/2020 - Bond has expired

Prospectus brochure of the bond AutoZone US053332AL60 in USD 4%, expired

2 000 USD

500 000 000 USD

053332AL6

AutoZone is a publicly traded American retailer specializing in automotive parts, accessories, and tools, with a large network of stores across the United States, Mexico, and Puerto Rico.

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AL60, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/11/2020

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AL60, was rated NR by Moody's credit rating agency.

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AL60, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 g25146b2e424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-152592

Calculation of Registration Fee

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1)

4.000% Senior Notes Due 2020
$
500,000,000
--
Total
$
500,000,000 $
35,650

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Table of Contents
PROSPECTUS SUPPLEMENT
November 8, 2010
(To Prospectus Dated July 29, 2008)
$500,000,000

AutoZone, Inc.

4.000% Senior Notes due 2020

We are offering $500,000,000 million aggregate principal amount of 4.000% Senior Notes due 2020, or the "notes." We
will pay interest on the notes on May 15 and November 15 each year, beginning May 15, 2011. The notes will mature
on November 15, 2020. 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 from time
to time outstanding 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)

99.560%
$497,800,000
Underwriting discount

0.650%

$3,250,000
Proceeds (before expenses) to AutoZone, Inc.

98.910%
$494,550,000

(1) Plus accrued interest, if any, from November 15, 2010, 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 November 15, 2010.
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Active Book-Running Managers

BofA Merrill Lynch
SunTrust Robinson Humphrey

Passive Book-Running Manager

Morgan Keegan

TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-i
Forward-Looking Statements
S-i
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-7
Description of Notes
S-8
Certain United States Federal Income Tax Consequences
S-25
Underwriting
S-30
Legal Matters
S-33
Experts
S-33

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
Table of Contents

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 provides 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.
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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
has not yet identified, including without limitation, product demand, competition, 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.
S-i
Table of Contents

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 retailer and a leading distributor of automotive replacement parts and accessories. We
began operations in 1979 and, as of August 28, 2010, operated 4,389 stores in the United States, including Puerto Rico, and 238
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. As of
August 28, 2010, in 2,424 of our domestic stores and 173 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 through www.alldata.com.
Additionally, we sell automotive hard parts, maintenance items, accessories and non-automotive products through
www.autozone.com, and as part of our commercial sales program, through www.autozonepro.com. We do not derive revenue
from automotive repair or installation services.

Ratio of Earnings to Fixed Charges

Our consolidated ratio of earnings to fixed charges is as follows for the periods indicated:

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Fiscal Year Ended
August 26,

August 25,

August 30,

August 29,

August 28,
2006

2007

2008

2009

2010

6.7x

6.5x

6.8x

6.1x

6.2x

We have computed the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose,
"earnings" consist of income before income taxes plus fixed charges (excluding capitalized interest), and "fixed charges"
consist of interest expense on all indebtedness, capitalized interest, amortization of debt issuance costs and the portion of rent
expense on operating leases deemed representative of interest.

Risk Factors

Investment in the notes involves risks. You should carefully consider the information under "Risk Factors" beginning
on page S-4 of this prospectus supplement and under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended August 28, 2010 incorporated by reference herein, as well as all other information in the prospectus supplement and
accompanying prospectus, including information incorporated by reference herein.

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.
S-1
Table of Contents
The Offering

The following is a brief summary of some of the terms of this offering. It does not contain all of the information that
you need to consider in making your investment decision. To understand all of the terms of the offering of the notes, you should
carefully read this prospectus supplement and the accompanying prospectus.

Issuer
AutoZone, Inc.

Securities Offered
$500 million aggregate principal amount of 4.000% Senior Notes due 2020.

Maturity Date
November 15, 2020.

Interest Rate
4.000%

Interest Payment Dates
May 15 and November 15 of each year, beginning May 15, 2011.

Optional Redemption
We may redeem the notes at our 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 this prospectus supplement under "Description of
Notes--Optional Redemption."

Ranking
The notes:

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· will be unsecured obligations;

· will rank equally with our other senior unsecured debt and other liabilities
from time to time outstanding;

· will be senior to any future subordinated debt and other liabilities;

· will be junior to any secured debt to the extent of the value of the assets
securing such debt and other liabilities; and

· will be effectively junior to all existing and future debt and other liabilities
of our subsidiaries.

Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our
option to redeem the notes, holders of the notes may require us to repurchase the
notes at a specified price. See "Description of Notes--Change of Control."

Covenants
The indenture under which the notes will be issued contains covenants
restricting our 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 our assets to another person. See
"Description of Notes--Covenants."
S-2
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Lack of a Public Market for the Notes
We do not intend to apply to list the notes on any securities exchange. There are
no existing trading markets for the notes, and there can be no assurance
regarding:

· any future development or liquidity of a trading market for the notes;

· your ability to sell your notes at all; or

· the prices at which you may be able to sell your notes.

Form and Denominations
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company, or
DTC. Beneficial interests in the notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct
and indirect participants in DTC. Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, will hold
interests on behalf of their participants through their respective U.S.
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depositaries, which in turn will hold such interests in accounts as participants of
DTC. Except in the limited circumstances described in this prospectus
supplement, owners of beneficial interests in the notes will not be entitled to
have notes registered in their names, will not receive or be entitled to receive
notes in definitive form and will not be considered holders of notes under the
indenture. The notes will be issued only in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We intend to use the net proceeds from this offering (i) to pay amounts due on
the $200 million principal amount of our 4.75% Senior Notes maturing on
November 15, 2010; and (ii) for general corporate purposes. See "Use of
Proceeds."

Further Issues
We may, without the consent of the holders of the notes, create and issue
additional notes of such series ranking pari passu with the notes and otherwise
identical to the notes in all respects. These additional notes, if any, will form a
single series with the notes offered hereby and will have the same terms as to
status, redemption or otherwise as such notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The indenture and the notes provide that they will be governed by, and
construed in accordance with, the laws of the State of New York.
S-3
Table of Contents

RISK FACTORS

An investment in the notes involves a degree of risk. You should carefully consider the risks and uncertainties
described below and other information contained in this prospectus supplement and the accompanying prospectus and
incorporated by reference herein before you decide whether to invest in the notes. In particular, we urge you to consider
carefully the factors set forth under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 28,
2010, incorporated by reference herein, as such may be updated in any future filings we make under the Exchange Act. If any
of the risk factors were to occur, our business, financial condition, results of operations and liquidity could be materially
adversely affected. This may affect our ability to pay interest on the notes or repay the principal when due, and you may lose
part or all of your investment.

Risks Related to the Notes

The Notes will not be Guaranteed by Any of Our Subsidiaries and will be Structurally Subordinated to the Debt and Other
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Liabilities and Any Preferred Equity of Our Subsidiaries, which Means that Creditors and Preferred Equity Holders of Our
Subsidiaries will be Paid From Their Assets Before Holders of the Notes would have Any Claims to those Assets.

The notes are exclusively obligations of AutoZone, Inc. Because most of our operations are currently conducted
through subsidiaries, our cash flow and our consequent ability to service our debt, including the notes, are dependent upon the
earnings of our subsidiaries and the distribution of those earnings to us or upon loans or other payments of funds by those
subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due pursuant to the notes or to make any funds available for such payments, whether by dividends, loans or
otherwise. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject
to statutory or contractual restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business
considerations.

The notes will be effectively subordinated to all indebtedness and other liabilities, including current liabilities and
commitments under leases, if any, of our subsidiaries. Any right we have to receive assets of any of our subsidiaries upon the
liquidation or reorganization of a subsidiary (and the consequent right of the holders of the notes to participate in those assets)
will be effectively subordinated to the claims of that subsidiary's creditors (including trade creditors), except to the extent that
we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinated to any security interests
in the assets of such subsidiary and any indebtedness of such subsidiary senior to any of the indebtedness held by us.

Your Right to Receive Payments on the Notes is Effectively Subordinated to the Rights of Secured Creditors.

Holders of our secured indebtedness and the secured indebtedness of any future guarantors will have claims that are
prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. The notes
will be effectively subordinated to all of our secured indebtedness to the extent of the assets securing such debt. In the event of
any distribution or payment of our assets or any pledged capital stock in any foreclosure, dissolution, winding-up, liquidation,
reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets and
any pledged capital stock that constitute their collateral. Holders of the notes will participate ratably in our remaining assets
with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our
other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, we
cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive
less, ratably, than holders of secured indebtedness.
S-4
Table of Contents

If We Default on Our Obligations to Pay Our Other Indebtedness, We may not be Able To Make Payments on the Notes.

Any default under the agreements governing our indebtedness, including a default under any credit facility to which
we may be a party that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could
make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the
notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our existing
credit facility), we could be in default under the terms of the agreements governing such indebtedness. In the event of such
default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable,
together with accrued and unpaid interest, the lenders under any credit facility could elect to terminate their commitments, cease
making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or
liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required
lenders under any credit facility or other debt that we may incur in the future to avoid being in default. If we breach our
covenants under any credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this
occurs, we would be in default under any credit facility, the lenders could exercise their rights as described above, and we could
be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations could proceed
against the collateral securing the debt. Because the indenture governing the notes, the indentures governing our notes that are
currently outstanding and the agreements governing any credit facility will have customary cross-default provisions, if the
indebtedness under the notes or under any credit facility or any of our other facilities is accelerated, we may be unable to repay
or finance the amounts due. See "Description of Notes."

If an Active Trading Market does not Develop for these Notes You may not be Able to Resell Them.

Prior to this offering, there was no public market for these notes and we cannot assure you that an active trading
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market will develop for the notes. We do not intend to apply to list the notes on any securities exchange. If no active trading
market develops, you may not be able to resell your notes at their fair market value or at all. Future trading prices of the notes
will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for
similar securities. We have been informed by the underwriters that they currently intend to make a market in these notes after
this offering is completed. However, the underwriters may cease their market-making at any time.

The Indenture does not Restrict the Amount of Additional Debt that We may Incur.

The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured
debt that may be incurred by us. Our incurrence of additional debt may have important consequences for you as a holder of the
notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of
your notes, if any, and a risk that the credit rating of the notes is lowered or withdrawn.

Our Credit Ratings may not Reflect All Risks of Your Investments in the Notes.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or
anticipated changes in our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect
the potential impact of risks relating to structure or marketing of the notes. Agency ratings are not a recommendation to buy,
sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should
be evaluated independently of any other agency's rating.
S-5
Table of Contents

We may not be Able to Repurchase the Notes Upon a Change of Control Triggering Event.

Upon the occurrence of specific kinds of change of control triggering events, unless we have exercised our right to
redeem the notes, each holder of the notes will have the right to require us to repurchase all or any part of such holder's notes at
a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. If we
experience a Change of Control Triggering Event, there can be no assurance that we would have sufficient financial resources
available to satisfy our obligations to repurchase the notes and any other indebtedness that may be required to be repaid or
repurchased as a result of such event. Our failure to purchase the notes as required under the indenture governing the notes
would result in a default under the indenture, which could have material adverse consequences for us and the holders of the
notes. See "Description of Notes--Change of Control."

Under clause (4) of the definition of "Change of Control" described under "Description of Notes--Change of Control,"
a change of control will occur when a majority of our directors are not "continuing directors." In a decision in connection with a
proxy contest, the Court of Chancery of Delaware has suggested that the occurrence of a change of control under an indenture
provision similar to ours may nevertheless be avoided if the existing directors were to approve the slate of new director
nominees (who would constitute a majority of the new board) as "continuing directors" solely for purposes of avoiding the
triggering of such change of control clause, provided the incumbent directors give their approval in the good faith exercise of
their fiduciary duties. The Court also suggested that there may be a possibility that an issuer's obligation to repurchase its
outstanding debt securities upon a change of control triggered by a failure to have a majority of "continuing directors" may be
unenforceable on public policy grounds. There is no Nevada case law addressing this issue, but the United States District Court
in Nevada has, on prior occasion when applying Nevada law, found persuasive authority in Delaware case law in the absence of
Nevada statutory or case law on point for an issue of corporate law.
S-6
Table of Contents

USE OF PROCEEDS

We intend to use the net proceeds from this offering (i) to pay amounts due on the $200 million principal amount of
our 4.75% Senior Notes maturing on November 15, 2010; and (ii) for general corporate purposes. We may invest funds not
required immediately for these purposes in short-term, interest-bearing or other investment-grade securities.
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Table of Contents

DESCRIPTION OF NOTES

The following description of the terms and provisions of the notes supplements the description in the accompanying
prospectus of the general terms and provisions of the debt securities, to which description reference is hereby made. In this
section entitled "Description of Notes," references to "we," "us," "our," and "AutoZone, Inc." include only AutoZone, Inc. and
not any of its subsidiaries.

General

The aggregate principal amount of the notes offered hereby will initially be limited to $500 million, subject to increase
as set forth under "Further Issues" below. The notes will mature on November 15, 2020 and will bear interest at a rate of
4.000% per year.

The notes will be issued under an indenture dated as of August 8, 2003, between us and The Bank of New York
Mellon Trust Company, N.A. (successor to Bank One Trust Company, N.A.), as trustee, as supplemented by an officers'
certificate dated November 15, 2010, setting forth the terms and conditions of the notes. We refer to the indenture, as
supplemented by the officers' certificate dated November 15, 2010, as the indenture.

Interest on the notes will accrue from November 15, 2010 and will be payable semiannually in arrears on May 15 and
November 15 of each year, beginning on May 15, 2011, to the persons in whose names the notes are registered at the close of
business on May 1 and November 1 (whether or not a business day) preceding the respective interest payment dates. If any
interest payment date is not a business day, then payment of interest will be made on the next business day, but without any
additional interest or other amount. Interest will be computed on the notes on the basis of a 360-day year of twelve 30-day
months.

The notes will not be subject to any sinking fund.

The notes will be represented by one or more registered notes in global form, but in certain limited circumstances may
be represented by notes in definitive form. See "Description of Notes--Book-Entry Delivery and Settlement--Global Notes."
The notes will be issued only in minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof.

Ranking

The notes will be senior unsecured obligations of AutoZone, Inc. and will rank equally and ratably with all other
unsecured and unsubordinated indebtedness of AutoZone, Inc. from time to time outstanding. The notes are exclusively
obligations of AutoZone, Inc. Because most of our operations are currently conducted through subsidiaries, our cash flow and
our consequent ability to service our debt, including the notes, are dependent upon the earnings of our subsidiaries and the
distribution of those earnings to us or upon loans or other payments of funds by those subsidiaries to us. Our subsidiaries are
separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes
or to make any funds available for such payments, whether by dividends, loans or otherwise. In addition, the payment of
dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions,
are contingent upon the earnings of those subsidiaries and are subject to various business considerations.

The notes will be effectively subordinated to all indebtedness and other liabilities, including current liabilities and
commitments under leases, if any, of our subsidiaries. Any right we have to receive assets of any of our subsidiaries upon the
liquidation or reorganization of a subsidiary (and the consequent right of the holders of the notes to participate in those assets)
will be effectively subordinated to the claims of that subsidiary's creditors (including trade creditors), except to the extent that
we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinated to any security interests
in the assets of
S-8
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such subsidiary and any indebtedness of such subsidiary senior to any of the indebtedness held by us. See "Risk Factors--Risks
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Related to the Notes--The notes will not be guaranteed by any of our subsidiaries and will be structurally subordinated to the
debt and other liabilities and any preferred equity of our subsidiaries, which means that creditors and preferred equity holders of
our subsidiaries will be paid from their assets before holders of the notes would have any claims to those assets."

Optional Redemption

The notes will be redeemable at our option at any time in whole or from time to time in part. If the notes are redeemed
before August 15, 2020 (three months prior to the maturity date of the notes), the redemption price will equal the greater of:

·
100% of the principal amount of the notes to be redeemed; and

·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be
redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted
to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 25 basis points, as determined in good faith by us.

If the notes are redeemed on or after August 15, 2020 (three months prior to the maturity date of the notes), the
redemption price for the notes will equal 100% of the principal amount of the notes.

The redemption price for the notes will include, in each case, accrued interest on the notes being redeemed to the date
of redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date of redemption to
each holder of the notes to be redeemed. Notwithstanding anything to the contrary in Section 4.4 of the indenture, notice of any
redemption of notes before August 15, 2020 need not set forth the redemption price but only the manner of calculation thereof.
We will give the trustee notice of the amount of the redemption price for any such redemption promptly after the calculation
thereof and the trustee shall have no responsibility for such calculation. Unless we default in payment of the redemption price,
on and after the date of redemption, interest will cease to accrue on the notes or portions of the notes called for redemption.

For purposes of determining the optional redemption price for bonds redeemed before August 15, 2020, the following
definitions are applicable.

"Adjusted Treasury Rate" means, with respect to any date of redemption, the rate per year equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the notes to be redeemed that would be used, at the time of selection and under
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the notes.

"Comparable Treasury Price" means, with respect to any date of redemption, the average of the Reference Treasury
Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or
if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations.
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"Quotation Agent" means one of the Reference Treasury Dealers appointed by us.

"Reference Treasury Dealer" means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors and any
other primary U.S. government securities dealers in New York City we select (each, a "Primary Treasury Dealer"). If any of the
foregoing ceases to be a Primary Treasury Dealer, we must substitute another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of
redemption, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing by the Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day before the date of redemption.

Change of Control

If a Change of Control Triggering Event occurs with respect to the notes, unless we have exercised our option to
http://www.sec.gov/Archives/edgar/data/866787/000095012310103359/g25146b2e424b2.htm#106[11/10/2010 10:36:30 AM]

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