Bond AutoSphere 1.625% ( US053332AU69 ) in USD

Issuer AutoSphere
Market price 100 %  ⇌ 
Country  United States
ISIN code  US053332AU69 ( in USD )
Interest rate 1.625% per year ( payment 2 times a year)
Maturity 21/04/2019 - Bond has expired



Prospectus brochure of the bond AutoZone US053332AU69 in USD 1.625%, expired


Minimal amount 2 000 USD
Total amount 250 000 000 USD
Cusip 053332AU6
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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 US053332AU69, pays a coupon of 1.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/04/2019







Form 424(b)(2)
424B2 1 d176248d424b2.htm FORM 424(B)(2)
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-203439
CALCULATION OF REGISTRATION FEE


Maximum
Title of each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
1.625% Senior Notes Due 2019

$250,000,000

--
3.125% Senior Notes Due 2026

$400,000,000

--
Total

$650,000,000

$65,455


(1)
The filing fee is calculated in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 15, 2015)
$650,000,000

AutoZone, Inc.
$250,000,000 1.625% Senior Notes due 2019
$400,000,000 3.125% Senior Notes due 2026


We are offering $250 million aggregate principal amount of 1.625% Senior Notes due 2019, or the "2019 notes", and $400 million aggregate
principal amount of 3.125% Senior Notes due 2026, or the "2026 notes" and referred to collectively as the "notes". We will pay interest on the
notes semi-annually in arrears on April 21 and October 21 each year, beginning on October 21, 2016. The 2019 notes will mature on April 21,
2019 and the 2026 notes will mature on April 21, 2026. We may redeem the notes at our option, at any time in whole or from time to time in part,
at the applicable redemption prices described in this prospectus supplement under "Description of Notes--Optional Redemption." If a Change of
Control Triggering Event, as defined 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.
The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities
exchange or on any automated dealer quotation system.


See "Risk Factors" beginning on page S-5 in this prospectus supplement for a discussion of certain risks
that you should consider in connection with an investment in the notes.



Per 2019
Per 2026


note


Total

note


Total

Public offering price(1)

99.930%
$249,825,000
99.974%
$399,896,000
Underwriting discount(2)

0.350%
$
875,000
0.650%
$
2,600,000
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Form 424(b)(2)
Proceeds (before expenses) to
AutoZone, Inc.

99.580%
$248,950,000
99.324%
$397,296,000

(1)
Plus accrued interest, if any, from April 21, 2016, if settlement occurs after that date.
(2)
We refer you to "Underwriting" beginning on page S-32 of this prospectus supplement for additional information regarding underwriting
compensation.
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 or about April 21, 2016.


Joint Book-Running Managers

Barclays
BofA Merrill Lynch
SunTrust Robinson Humphrey


Prospectus Supplement dated April 18, 2016
Table of Contents
Table of Contents

Prospectus Supplement

About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-9
Description of Notes
S-10
Material United States Federal Income Tax Consequences
S-27
Underwriting
S-32
Legal Matters
S-36
Experts
S-36
Incorporation of Certain Documents by Reference
S-36
Prospectus

About This Prospectus

ii
Where You Can Find More Information

ii
Incorporation of Certain Documents by Reference

ii
AutoZone, Inc.

1
Forward-Looking Statements

1
Use of Proceeds

1
Description of Debt Securities

2
Plan of Distribution

6
Legal Matters

8
Experts

8
We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, any free writing
prospectus and the documents incorporated by reference herein and therein 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. 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 herein and therein is accurate only as of their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates. If the information varies between this prospectus supplement and
the accompanying prospectus, the information in this prospectus supplement supersedes the information in the accompanying prospectus.
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Form 424(b)(2)

S-i
Table of Contents
About This Prospectus Supplement
You should read this prospectus supplement along with the accompanying prospectus, which is part of our Registration Statement on Form S-
3 (File No. 333-203439). 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. See
"Underwriting".
It is important for you to read and consider all information contained or incorporated by reference into this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we
have referred you in "Incorporation of Certain Documents by Reference" in this prospectus supplement and the accompanying prospectus and in
"Where You Can Find More Information" in the accompanying prospectus.
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
Certain statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus are forward-looking
statements (as the term is defined in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or 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 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; the compromising of the
confidentiality, availability or integrity of information, including cyber-security attacks; 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 fiscal year
ended August 29, 2015, 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 by us with the Securities and Exchange
Commission, or the SEC, and incorporated by reference into this prospectus supplement. 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 including, but not limited to, those described above and in the "Risk Factors" section
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.

S-ii
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 statements and related notes and the information included or incorporated by reference herein, before making an investment
decision.
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Form 424(b)(2)
The Company
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 February 13, 2016 operated 5,193 AutoZone stores in the United States, including Puerto Rico; 451 in Mexico;
eight in Brazil; and 24 Interamerican Motor Corporation ("IMC") branches. Each AutoZone 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. At February 13, 2016, in 4,228 of our domestic AutoZone 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 have commercial programs in select AutoZone stores in Mexico and Brazil. IMC branches carry an extensive line of
original equipment quality import replacement parts. 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 accessories and performance parts through www.autoanything.com, and our commercial customers can
make purchases through www.autozonepro.com and www.imcparts.net. 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:

Fiscal year ended

Twenty-four weeks ended
August 27,
August 25,
August 31,
August 30,
August 29,
February 14,
February 13,
2011

2012

2013

2014

2015

2015

2016
6.5x

6.8x

7.0x

7.7x

8.6x

7.3x

7.9x
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.
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 in this prospectus supplement or the accompanying prospectus.

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 the section titled
"Description of Notes" in this prospectus supplement and the section titled "Description of Debt Securities" in the accompanying prospectus.

Issuer
AutoZone, Inc., a Nevada corporation

Securities Offered
$250 million aggregate principal amount of 1.625% Senior Notes due 2019, which we refer
to as the 2019 notes.

$400 million aggregate principal amount of 3.125% Senior Notes due 2026, which we refer

to as the 2026 notes.

Maturity Date
April 21, 2019, for the 2019 notes.


April 21, 2026, for the 2026 notes.

Interest Rate
1.625% for the 2019 notes.


3.125% for the 2026 notes.

Interest Payment Dates
April 21 and October 21 of each year, beginning on October 21, 2016 for the 2019 notes.


April 21 and October 21 of each year, beginning on October 21, 2016 for the 2026 notes.

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 applicable redemption price
described in this prospectus supplement under "Description of Notes--Optional
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Form 424(b)(2)
Redemption."

Ranking
The notes:


· will be senior unsecured obligations;


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

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

time outstanding;

· will be effectively 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 (as described in this prospectus supplement under "Description of Notes
--Optional Redemption"), 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, among
other things, 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
Table of Contents
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 either series of notes;


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


· your ability to sell your notes at all.

Form and Denominations
We will issue each series of 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. 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.

Risk Factors
Investment in the notes involves risks. You should carefully consider the information under
"Risk Factors" beginning on page S-5 of this prospectus supplement and under "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended August 29, 2015
incorporated by reference herein, as well as all other information in the prospectus
supplement and accompanying prospectus, including information incorporated by reference
herein and therein. See "Incorporation of Certain Documents by Reference" on page S-36.

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes, which
may include repaying, redeeming or repurchasing existing debt, including commercial
paper, for working capital, capital expenditures, new store openings, repurchases of
common stock under our stock repurchase program or acquisitions. See "Use of Proceeds"
in this prospectus supplement.
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Form 424(b)(2)

Further Issues
We may, without the consent of or notice to the holders of either series of notes, create and
issue additional notes of such series ranking pari passu with the notes of such series and
otherwise identical to the notes of such series in all respects (or in all respects except for
the issue date and public offering price, the payment of interest accruing prior to the issue
date of such additional notes or except, in some cases, for the first payment of interest
following the issue date of such additional notes). These additional notes, if any, will form
a single series with the notes of such series offered hereby

S-3
Table of Contents

and will have the same terms as to ranking, 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-4
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 29, 2015, 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 and negatively adversely affected. This may adversely 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 in the notes.
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 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 substantially all of our operations are currently conducted through our
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
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Form 424(b)(2)
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-5
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 that would result in a default and seek a waiver, we may not be able to
obtain a waiver from the required lenders and they could exercise their rights as described above. If this occurs, 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 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.
Increased leverage may harm our financial condition and results of operations.
As of February 13, 2016, we had approximately $10.1 billion of total liabilities on a consolidated basis, including $3.3 billion in aggregate
principal amount of senior unsecured indebtedness. As of February 13, 2016, we had $1.709 billion of availability under our $1.750 billion
revolving credit facilities.
We and our subsidiaries may incur additional indebtedness in the future and, subject to limitations on debt secured by liens on certain of our
properties or on shares of stock or evidence of indebtedness of any subsidiaries (see "Description of Notes--Covenants--Limitation on Liens"), the
notes do not restrict future incurrence of indebtedness. This increase and any future increase in our level of indebtedness will have several
important effects on our future operations, including, without limitation, that:


· we will have additional cash requirements to support the payment of interest on our outstanding indebtedness;

· increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and

industry conditions, as well as to competitive pressure;

S-6
Table of Contents
· our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be limited;

and


· our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
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Form 424(b)(2)
Our ability to make payments of principal and interest on our indebtedness depends on our future performance, which will be subject to
general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are
beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among
other things:


· to seek additional financing in the debt or equity markets;


· to refinance or restructure all or a portion of our indebtedness, including the notes;


· to sell selected assets;


· to reduce or delay planned capital expenditures; or


· to reduce or delay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt, including the notes. In addition, any such financing, refinancing or
sale of assets might not be available on economically favorable terms.
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.
We intend to repurchase shares of our common stock, which will reduce cash reserves and shareholders' equity that is available for
repayment of the notes.
From January 1, 1998 to March 22, 2016, the Company has repurchased a total of 140.0 million shares at an aggregate cost of $16.107
billion. On March 22, 2016, our board of directors voted to increase our cumulative share repurchase authorization from $16.4 billion to $17.15
billion. After giving effect to the cumulative repurchases and the increase in authorization, as of March 22, 2016, we have $1.043 billion remaining
under our authorization by the board of directors to repurchase shares of our common stock. We expect to continue to repurchase shares of our
common stock under our share repurchase program. These expenditures may be significant, and would reduce cash and shareholders' equity that is
available to repay the notes.

S-7
Table of Contents
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
Upon the occurrence of a Change of Control Triggering Event as defined in the indenture, 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 repurchase 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
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Form 424(b)(2)
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.

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Use of Proceeds
We expect the net proceeds from the sale of the notes in this offering will be approximately $645.1 million, after deducting the underwriting
discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from this offering for general corporate purposes, which may include repaying, redeeming or repurchasing
existing debt, including commercial paper, for working capital, capital expenditures, new store openings, repurchases of common stock under our
stock repurchase program or acquisitions. We may invest funds not required immediately for these purposes in short-term, interest-bearing or
other investment-grade securities.

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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 notes are a series of senior debt securities issued under the indenture. The aggregate principal amount of the two separate series of notes
offered hereby will initially be limited to $650 million. The 2019 notes will initially be limited to $250 million aggregate principal amount, subject
to increase as set forth under "Description of Notes--Further Issues" below. The 2019 notes will mature on April 21, 2019 and will bear interest at
a rate of 1.625% per year. The 2026 notes will initially be limited to $400 million aggregate principal amount, subject to increase as set forth under
"Description of Notes--Further Issues" below. The 2026 notes will mature on April 21, 2026 and will bear interest at a rate of 3.125% per year.
Although for convenience the 2019 notes and the 2026 notes are referred to as the "notes," each will be issued as a separate series.
Accordingly, for purposes of this Description of Notes, references to the "notes" shall be deemed to refer to each series of notes separately, and not
to the 2019 notes and the 2026 notes on any combined basis.
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 separate officers' certificates, to be dated April 21, 2016
setting forth the terms and conditions of each series of the notes. The trustee will also act as registrar, paying agent and authenticating agent and
perform administrative duties for us, such as sending out interest payments and notices under the indenture. We refer to the indenture, as
supplemented by the officers' certificates with respect to each series of notes, as the indenture for such series. We urge you to read the indenture
for each series of notes (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial holder of
the notes. You may request copies of the indenture from us at our address set forth under "Incorporation of Certain Documents by Reference."
Interest on the 2019 notes will accrue from April 21, 2016 and will be payable semiannually in arrears on April 21 and October 21 of each
year, beginning on October 21, 2016 to the persons in whose names the 2019 notes are registered at the close of business on April 6 and October 6
(whether or not a business day) preceding the respective interest payment dates. Interest on the 2026 notes will accrue from April 21, 2016 and will
be payable semiannually in arrears on April 21 and October 21 of each year, beginning on October 21, 2016, to the persons in whose names the
2026 notes are registered at the close of business on April 6 and October 6 (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
interest on the amount so payable for the period from and after the applicable interest payment date to the next business day. 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
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Form 424(b)(2)
minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof.

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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 such subsidiary and any indebtedness of such subsidiary senior to any of the
indebtedness held by us. See "Risk Factors--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 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 2019 notes are redeemed prior to the maturity date, the redemption price will equal the greater of:


· 100% of the principal amount of the 2019 notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2019 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 15 basis points, as
determined in good faith by us.
If the 2026 notes are redeemed before January 21, 2026 (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 2026 notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 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 2026 notes are redeemed on or after January 21, 2026 (three months prior to the maturity date of the 2026 notes), the redemption price
for the 2026 notes will equal 100% of the principal amount of the 2026 notes.

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The redemption price for the notes will include, in each case, accrued and unpaid 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 the 2019 notes at any time
and/or the 2026 notes before January 21, 2026 need not set forth the redemption price but only the manner of calculation thereof. We will give the
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Document Outline