Bond AutoSphere 3.75% ( US053332AV43 ) in USD

AutoSphere

98.5549 % ▲

United States

US053332AV43 ( in USD )

3.75% per year ( payment 2 times a year)

01/06/2027

Prospectus brochure of the bond AutoZone US053332AV43 en USD 3.75%, maturity 01/06/2027

2 000 USD

600 000 000 USD

053332AV4

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/12/2025 ( In 163 days )

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.

AutoZone's US$600,000,000 3.75% bond (CUSIP: 053332AV4, ISIN: US053332AV43), maturing June 1, 2027, currently trades at 97.751% of par value, paying semi-annual coupons, and is rated BBB by S&P and Baa1 by Moody's.

Form 424(b)(2)
424B2 1 d363872d424b2.htm FORM 424(B)(2)
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 3 4 3 9
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
3.750% Senior Notes Due 2027

$600,000,000

--
Total

$600,000,000

$69,540

(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
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us Da t e d April 1 5 , 2 0 1 5 )
$600,000,000

Aut oZ one , I nc .
3.750% Senior Notes due 2027
We are offering $600 million aggregate principal amount of 3.750% Senior Notes due 2027, or the "notes". We will pay interest on
the notes semi-annually in arrears on June 1 and December 1 each year, beginning on December 1, 2017. The notes will mature
on June 1, 2027. We may redeem the notes at our option, at any time in whole or from time to time in part, at the applicable
redemption price 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.

Se e "Risk Fa c t ors " be ginning on pa ge S -5 in t his prospe c t us supple m e nt a nd on pa ge 1 2 of our Annua l
Re port on Form 1 0 -K for t he ye a r e nde d August 2 7 , 2 0 1 6 for a disc ussion of c e rt a in risk s t ha t you should
c onside r in c onne c t ion w it h a n inve st m e nt in t he not e s.

Pe r not e T ot a l

Public offering price(1)
99.995% $599,970,000
Underwriting discount(2)

0.650%
$3,900,000
Proceeds (before expenses) to AutoZone, Inc.
99.345% $596,070,000

(1) Plus accrued interest, if any, from April 18, 2017, if settlement occurs after that date.
(2) We refer you to "Underwriting" beginning on page S-33 of this prospectus supplement for additional information regarding underwriting compensation.
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Form 424(b)(2)
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se not e s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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 18, 2017.

Joint Book-Running Managers
J .P. M orga n
U S Ba nc orp
We lls Fa rgo Se c urit ie s

Prospectus Supplement dated April 6, 2017
Table of Contents
T a ble of Cont e nt s

Prospe c t us Supple m e nt

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-33
Legal Matters
S-39
Experts
S-39
Where You Can Find More Information
S-39
Incorporation of Certain Documents by Reference
S-40
Prospe c t us

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 a re re sponsible for t he inform a t ion c ont a ine d in t his prospe c t us supple m e nt , t he a c c om pa nying
prospe c t us, a ny fre e w rit ing prospe c t us a nd t he doc um e nt s inc orpora t e d by re fe re nc e he re in a nd t he re in
file d by us w it h t he Se c urit ie s a nd Ex c ha nge Com m ission, or t he "SEC". N e it he r w e nor t he unde rw rit e rs
ha ve a ut horize d a nyone t o provide you w it h a ddit iona l or diffe re nt inform a t ion. I f a nyone provide s you w it h
a ddit iona l or diffe re nt inform a t ion, you should not re ly on it . N e it he r w e nor t he unde rw rit e rs a re m a k ing a n
offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion w he re t he offe r or sa le is not pe rm it t e d. Y ou should a ssum e
t ha t t he inform a t ion c ont a ine d in t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us, a ny fre e
w rit ing prospe c t us file d by us w it h t he Se c urit ie s a nd Ex c ha nge Com m ission a nd t he doc um e nt s
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Form 424(b)(2)
inc orpora t e d by re fe re nc e he re in a nd t he re in is a c c ura t e only a s of t he ir re spe c t ive da t e s. Our busine ss,
fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t hose da t e s. I f t he
inform a t ion va rie s be t w e e n t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us, t he inform a t ion
in t his prospe c t us supple m e nt supe rse de s t he inform a t ion in t he a c c om pa nying prospe c t us.

S-i
Table of Contents
About T his Prospe c t us Supple m e nt
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 "Where You Can Find More Information" and "Incorporation of Certain Documents by
Reference" in this prospectus supplement and 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.
Forw a rd-Look ing St a t e m e nt s
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: product demand;
energy prices; weather; competition; credit market conditions; access to available and feasible financing; the impact of recessionary
conditions; consumer debt levels; change in laws or regulations; war and the prospect of war, including terrorist activity; inflation;
the ability to hire and retain qualified employees; construction delays; the compromising of confidentiality, availability, or integrity of
information, including cyber security attacks; and raw material costs of suppliers. 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 27, 2016, 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
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
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Form 424(b)(2)
Sum m a ry
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," included herein and in our Annual Report on Form 10-K for the fiscal year ended August 27, 2016
incorporated by reference herein and the financial statements and related notes and the information included or incorporated by
reference herein, before making an investment decision.
T he Com pa ny
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 11, 2017, operated 5,346 AutoZone stores in the United States,
including Puerto Rico; 491 in Mexico; nine in Brazil; and 26 Interamerican Motor Corporation, or "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 11, 2017, in
4,437 of our domestic AutoZone stores, we also had 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 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, performance and replacement 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.
Ra t io of Ea rnings t o Fix e d Cha rge s
Our consolidated ratio of earnings to fixed charges is as follows for the periods indicated:

T w e nt y-four
Fisc a l ye a r e nde d
w e e k s e nde d
August 2 5 ,
August 3 1 ,
August 3 0 ,
August 2 9 ,
August 2 7 ,
Fe brua ry 1 1 ,
2 0 1 2
2 0 1 3
2 0 1 4
2 0 1 5
2 0 1 6
2 0 1 7
6.8x
7.0x
7.7x
8.6x
9.0x
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.
Addit iona l I nform a t ion
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
T he Offe ring
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.

I ssue r
AutoZone, Inc., a Nevada corporation.

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Form 424(b)(2)
Se c urit ie s Offe re d
$600 million aggregate principal amount of 3.750% Senior Notes due
2027, which we refer to as the notes.

M a t urit y Da t e
June 1, 2027.

I nt e re st Ra t e
3.750%.

I nt e re st Pa ym e nt Da t e s
June 1 and December 1 of each year, beginning on December 1, 2017.

Opt iona l Re de m pt ion
On and after March 1, 2027, the date that is three months prior to the scheduled maturity
date, or the "Par Call Date", the notes may be redeemed in whole or in part, at our option at
any time or from time to time, at a redemption price equal to 100% of the principal amount of
the notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the date of redemption. Prior to the Par Call Date, the notes will be redeemable 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 Redemption."

Ra nk ing
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.

Cha nge of Cont rol
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."

S-2
Table of Contents
Cove na nt s
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."

La c k of a Public M a rk e t for We do not intend to apply to list the notes on any securities exchange or on any automated
t he N ot e s
dealer quotation system. The notes are a new issue of securities with no established trading
market. There can be no assurance regarding:

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

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

· your ability to sell your notes at all.

Form a nd De nom ina t ions
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
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Form 424(b)(2)
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 Fa c t ors
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 27, 2016
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-40.

U se of Proc e e ds
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" on page S-9 in
this prospectus supplement.

Furt he r I ssue s
We may, without the consent of or notice to the holders of the notes, create and issue
additional notes ranking pari passu with the notes and otherwise identical to the notes in all
respects (or in all respects except for the issue date, issue

S-3
Table of Contents
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
offered hereby and will have the same terms as to ranking, redemption or otherwise as such
notes.

T rust e e
The Bank of New York Mellon Trust Company, N.A.

Gove rning La w
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 Fa c t ors
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 27, 2016, 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.
Risk s Re la t e d T o T he N ot e s
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Form 424(b)(2)
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 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 or on any automated dealer quotation
system. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all. Future
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Form 424(b)(2)
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 11, 2017, we had approximately $10.730 billion of total liabilities on a consolidated basis, including $3.350 billion in
aggregate principal amount of senior unsecured indebtedness. As of February 11, 2017, we had $1.958 billion of availability under
our $2.0 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;

S-6
Table of Contents
· 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;

· 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.
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 21, 2017, the Company has repurchased a total of 141.7 million shares at an aggregate cost of
$17.435 billion. On March 21, 2017, our board of directors voted to increase our cumulative share repurchase authorization from
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Form 424(b)(2)
$17.9 billion to $18.65 billion. After giving effect to the cumulative repurchases and the increase in authorization, as of March 21,
2017, we have $1.215 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.

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We may choose to redeem the notes prior to maturity.
We may redeem all or a portion of the notes at any time at the applicable redemption price described in this prospectus
supplement. See "Supplemental Description of Notes Optional Redemption." If prevailing interest rates are lower at the time of
redemption, holders of the notes to be redeemed may not be able to reinvest the redemption proceeds in a comparable security at
an interest rate as high as the interest rate of the notes being redeemed.
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 herein, 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 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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U se of Proc e e ds
We expect the net proceeds from the sale of the notes in this offering will be approximately $594.8 million, after deducting the
underwriting discount 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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Form 424(b)(2)
De sc ript ion of N ot e s
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.
Ge ne ra l
The notes are a series of senior debt securities issued under the indenture. The notes will initially be limited to $600 million
aggregate principal amount, subject to increase as set forth under "Description of Notes--Further Issues" below. The notes will
mature on June 1, 2027, and will bear interest at a rate of 3.750% 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, to be dated
April 18, 2017 setting forth the terms and conditions 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' certificate with respect to the notes, as the indenture. We
urge you to read the indenture (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 notes will accrue from April 18, 2017 and will be payable semiannually in arrears on June 1 and December 1 of
each year, beginning on December 1, 2017 to the persons in whose names the notes are registered at the close of business on
May 15 and November 15 (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 minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof.
Ra nk ing
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.

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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."
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Document Outline

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