Bond AutoSphere 4% ( US053332AZ56 ) in USD

AutoSphere

100 % ▲

United States

US053332AZ56 ( in USD )

4% per year ( payment 2 times a year)

14/04/2030

Prospectus brochure of the bond AutoZone US053332AZ56 en USD 4%, maturity 14/04/2030

2 000 USD

750 000 000 USD

053332AZ5

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 116 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.

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AZ56, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2030

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AZ56, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AZ56, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 nt10010328x5_424b2.htm 424B2
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 3 0 7 1 9
CALCU LAT I ON OF REGI ST RAT I ON FEE
T it le of Ea c h Cla ss
M a x im um
Am ount of
of Se c urit ie s t o be Re gist e re d
Aggre ga t e Offe ring Pric e
Re gist ra t ion Fe e (1)
3.625% Senior Notes Due 2025
$500,000,000
--
4.000% Senior Notes Due 2030
$750,000,000
--
Total
$1,250,000,000
$162,500
(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
File d pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 3 0 7 1 9
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us Da t e d April 4 , 2 0 1 9 )
$ 1 ,2 5 0 ,0 0 0 ,0 0 0

Aut oZ one , I nc .
$ 5 0 0 ,0 0 0 ,0 0 0 3 .6 2 5 % Se nior N ot e s due 2 0 2 5
$ 7 5 0 ,0 0 0 ,0 0 0 4 .0 0 0 % Se nior N ot e s due 2 0 3 0
We are offering $500 million aggregate principal amount of 3.625% Senior Notes due 2025, or the "2025 notes", and
$750 million aggregate principal amount of 4.000% Senior Notes due 2030, or the "2030 notes" and referred to
collectively as the "notes". We will pay interest on the 2025 notes semi-annually in arrears on April 15 and October 15
each year, beginning on October 15, 2020. We will pay interest on the 2030 notes semi-annually in arrears on April 15
and October 15 each year, beginning on October 15, 2020. The 2025 notes will mature on April 15, 2025. The 2030
notes will mature on April 15, 2030. 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 3 1 , 2 0 1 9 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 2 0 2 5
Pe r 2 0 3 0
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not e
T ot a l
not e
T ot a l
Public offering price(1)

99.912% $ 499,560,000

99.933% $ 749,497,500
Underwriting discount(2)

0.600% $
3,000,000

0.650% $
4,875,000
Proceeds (before expenses) to AutoZone, Inc.

99.312% $ 496,560,000

99.283% $ 744,622,500
(1) Plus accrued interest, if any, from March 30, 2020, 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.
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 March 30, 2020.
Joint Book-Running Managers
J .P.
SunT rust
BofA Se c urit ie s
U S Ba nc orp
M orga n
Robinson H um phre y
M izuho Se c urit ie s
PN C Ca pit a l M a rk e t s LLC
Prospectus Supplement dated March 26, 2020
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-iii
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-38
Experts
S-38
Where You Can Find More Information
S-38
Incorporation of Certain Documents by Reference
S-39
Prospe c t us
About This Prospectus

ii
Where You Can Find More Information

ii
Incorporation of Certain Documents by Reference

iii
AutoZone, Inc.

1
Risk Factors

1
Forward-Looking Statements

2
Use of Proceeds

3
Description of Debt Securities

4
Plan of Distribution

8
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Legal Matters

10
Experts

10
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 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," 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 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 SEC 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 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. 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.
S-ii
TABLE OF CONTENTS
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
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amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act) and constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically use words such as "believe," "anticipate," "should," "intend," "plan," "will," "expect,"
"estimate," "project," "positioned," "strategy," "seek," "may," "could," 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; cash flows; access to available and feasible financing;
future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations;
war and the prospect of war, including terrorist activity; the impact of public health issues, such as the recent global
pandemic of a novel strain of the coronavirus ("COVID-19"); inflation; the ability to hire, train and retain qualified
employees; construction delays; the compromising of confidentiality, availability or integrity of information, including
cyber-attacks; historic growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges
in international markets; failure or interruption of our information technology systems; origin and raw material costs of
suppliers; disruption in our supply chain; impact of tariffs; anticipated impact of new accounting standards; and business
interruptions. Certain of these risks are described 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 31, 2019, 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. These Risk Factors should be read carefully. However, it should be
understood that it is not possible to identify or predict all such risks and other factors that could affect these forward-
looking statements. 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.
S-iii
TABLE OF CONTENTS
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 31, 2019 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
Americas. We began operations in 1979 and at February 15, 2020, operated 5,815 stores in the United States; 608
stores in Mexico and 38 stores in Brazil. Each 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 15, 2020, in 4,942 of our domestic 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
stores in Mexico and Brazil. 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 our commercial customers can make
purchases through www.autozonepro.com. We also provide product information on our Duralast branded products
through www.duralastparts.com. We do not derive revenue from automotive repair or installation services.
Re c e nt De ve lopm e nt s
The COVID-19 pandemic is rapidly evolving and currently impacting countries, communities, supply chains and
markets. We expect the ultimate significance of the impact from the COVID-19 pandemic on our business and
financial and operational results will depend on the currently unknowable duration of the COVID-19 pandemic and the
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impact of governmental regulations that might be imposed in response to the pandemic. Public and private sector
policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions, "stay-at-
home" orders issued by state and local governments, the promotion of social distancing and the adoption of work-
from-home and online learning by companies and institutions, could impact consumer spending and the demand for
our products, as well as our store hours and our workforce availability, in both the near- and long-term.
We have created contingency plans for those merchandise categories believed to be at risk, including those sourced
from China and elsewhere, and continue to review and update our plans as circumstances evolve. Currently,
substantially all of our stores, including stores located in jurisdictions where travel restrictions and "stay-at-home"
orders have been imposed, remain open, with most traditional non-hub stores temporarily operating on limited hours.
Our online sales channel continues to operate as normal. See "Risk Factors--Risks Related to Our Business and
Industry--The recent outbreak of a novel strain of COVID-19 has been declared a pandemic by the World Health
Organization, has spread to the United States and many other parts of the world and may have a material adverse
effect on our business operations, store traffic, employee availability, financial condition, liquidity and cash flow."
Subsequent to this offering, we are contemplating entering into a new 364-day senior unsecured revolving credit
facility in the principal amount of $750 million.
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.autozone.com.
Information contained on any of our websites 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.
Se c urit ie s Offe re d
$500 million aggregate principal amount of 3.625% Senior
Notes due 2025, which we refer to as the 2025 notes.
$750 million aggregate principal amount of 4.000% Senior
Notes due 2030, which we refer to as the 2030 notes.
M a t urit y Da t e
April 15, 2025 for the 2025 notes.
April 15, 2030 for the 2030 notes.
I nt e re st Ra t e
3.625% for the 2025 notes.
4.000% for the 2030 notes.
I nt e re st Pa ym e nt Da t e s
April 15 and October 15 of each year, beginning on October
15, 2020 for the 2025 notes.
April 15 and October 15 of each year, beginning on October
15, 2020 for the 2030 notes.
Opt iona l Re de m pt ion
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."
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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
S-2
TABLE OF CONTENTS
notes may require us to repurchase the notes at a specified
price. See "Description of Notes--Change of Control."
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 t he N ot e s
We do not intend to apply to list the notes on any securities
exchange or on any automated dealer quotation system. The
notes are new issues of securities with no established trading
market. 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 a nd De nom ina t ions
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
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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 31, 2019, incorporated by reference herein, as
well as all other information in the prospectus supplement and
S-3
TABLE OF CONTENTS
accompanying prospectus, including information incorporated
by reference herein and therein. See "Incorporation of Certain
Documents by Reference" on page S-39.
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 outstanding debt, including
commercial paper, and for working capital, capital
expenditures, new store openings, and acquisitions. We may
invest funds not required immediately for such purposes in
short-term, interest-bearing and other investment-grade
securities. 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
either series of notes, create and issue additional notes 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, issue 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 and will have the same terms as
to ranking, redemption or otherwise as such series of notes.
T rust e e
Regions Bank
Gove rning La w
The indenture provides and the notes will provide that they will
be governed by, and construed in accordance with, the laws of
the State of New York.
S-4
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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 and therein 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 31, 2019, incorporated by reference herein, as such may be updated in any future filings we make under
the Exchange Act. If any of the risks discussed or incorporated by reference herein or therein 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
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
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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the
notes.
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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 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 15, 2020, we had approximately $14.6 billion of total liabilities on a consolidated basis, including $4.2
billion in aggregate principal amount of senior unsecured indebtedness. As of February 15, 2020, we had $1.997 billion
of availability under our $2.0 billion revolving credit facilities. As of March 24, 2020, the Company has borrowed $1.125
billion under its $2.0 billion revolving credit facility to repay commercial paper borrowings.
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;
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· 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
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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 may in the future repurchase shares of our common stock, which would reduce cash reserves and
shareholders' equity that is available for repayment of the notes.
From January 1, 1998 to February 15, 2020, the Company has repurchased a total of approximately 147.5 million
shares of our common stock at an aggregate cost of $22.188 billion. On October 7, 2019, our Board of Directors voted
to increase our cumulative share repurchase authorization by $1.25 billion. This raised the total value of shares
authorized to be repurchased to $23.15 billion. Considering the cumulative repurchases and the increase in
authorization, as of February 15, 2020, we have $961.9 million remaining under our authorization by the Board of
Directors to repurchase shares of our common stock. We may, from time to time, temporarily suspend our share
repurchase program. These expenditures could be significant, and would reduce cash and shareholders' equity that is
available to repay the notes.
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 "Description of Notes--Optional Redemption." If prevailing interest rates are lower
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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
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