Obligation AutoSphere 2.5% ( US053332AS14 ) en USD

AutoSphere

100 % ▼

Etats-unis

US053332AS14 ( en USD )

2.5% par an ( paiement semestriel )

14/04/2021 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AS14 en USD 2.5%, échue

2 000 USD

250 000 000 USD

053332AS1

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

AutoZone est une entreprise américaine de vente au détail de pièces automobiles et d'accessoires, exploitant un vaste réseau de magasins physiques et un site web de commerce électronique.

L'Obligation émise par AutoSphere ( Etats-unis ) , en USD, avec le code ISIN US053332AS14, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2021

L'Obligation émise par AutoSphere ( Etats-unis ) , en USD, avec le code ISIN US053332AS14, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AutoSphere ( Etats-unis ) , en USD, avec le code ISIN US053332AS14, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(2)
424B2 1 d911826d424b2.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)
2.500% Senior Notes Due 2021

$250,000,000

--
3.250% Senior Notes Due 2025

$400,000,000

--
Total

$650,000,000

$75,530

(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
Prospe c t us supple m e nt
(T o Prospe c t us Da t e d April 1 5 , 2 0 1 5 )
$650,000,000

Aut oZ one , I nc .
$250,000,000 2.500% Senior Notes due 2021
$400,000,000 3.250% Senior Notes due 2025
We are offering $250 million aggregate principal amount of 2.500% Senior Notes due 2021, or the 2021 notes, and $400 million
aggregate principal amount of 3.250% Senior Notes due 2025, or the 2025 notes, and collectively with the 2021 notes, the notes.
We will pay interest on the 2021 notes semi-annually in arrears on April 15 and October 15 each year, beginning on October 15,
2015. We will pay interest on the 2025 notes semi-annually in arrears on April 15 and October 15 each year, beginning on
October 15, 2015. The 2021 notes will mature on April 15, 2021 and the 2025 notes will mature on April 15, 2025. 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 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 1 not e
T ot a l

Pe r 2 0 2 5 not e
T ot a l

Public offering price(1)

99.962%
$249,905,000

99.731%
$398,924,000
Underwriting discount

0.625%
$
1,562,500

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

99.337%
$248,342,500

99.081%
$396,324,000

(1) Plus accrued interest, if any, from April 29, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York on April 29, 2015.
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 20, 2015
Table of Contents
T a ble of c ont 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-8
Description of notes
S-9
Material United States federal income tax consequences
S-26
Underwriting
S-32
Legal matters
S-36
Experts
S-36
Incorporation of certain documents by reference
S-36
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

S-i
Table of Contents
About t his prospe c t us supple m e nt
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Form 424(b)(2)
You should read this prospectus supplement along with the accompanying prospectus. This prospectus supplement and the
accompanying prospectus form one single document and both contain information you should consider when making your
investment decision.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying
prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement and the
accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
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. 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 inc orpora t e d by
re fe re nc e 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.
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: 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; and changes in laws or regulations. 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 30, 2014, 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. These risk factors should

S-ii
Table of Contents
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 differ
materially from anticipated results.

S-iii
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" and the information included or incorporated by reference herein, before making an investment
decision.
T he c om 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 14, 2015 operated 5,042 AutoZone stores in the United States, including
Puerto Rico; 411 in Mexico; five in Brazil; and 18 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 14, 2015 in 3,935 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
have commercial programs in select 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.
Ra t io of e a rnings t o fix e d c ha rge s
Our consolidated ratio of earnings to fixed charges is as follows for the periods indicated:

Fisc a l ye a r e nde d T w e nt y-four w e e k s e nde d
August 2 8 ,
August 2 7 ,
August 2 5 ,
August 3 1 ,
August 3 0 , Fe brua ry 1 5 ,
Fe brua ry 1 4 ,
2 0 1 0
2 0 1 1
2 0 1 2
2 0 1 3
2 0 1 4
2 0 1 4
2 0 1 5
6.2x
6.5x
6.8x
7.0x
7.7x
6.4x
7.3x

We have computed the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose, "earnings"
consist of income before income taxes plus fixed charges (excluding capitalized interest), and "fixed charges" consist of interest
expense on all indebtedness, capitalized interest, amortization of debt issuance costs and the portion of rent expense on
operating leases deemed representative of interest.
Risk fa c t ors
Investment in the notes involves risks. You should carefully consider the information under "Risk Factors" beginning on page S-
4 of this prospectus supplement and under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
August 30, 2014 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-32.

S-1
Table of Contents
Addit iona l inform 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-2
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Form 424(b)(2)
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 this prospectus supplement and the accompanying prospectus.

I ssue r
AutoZone, Inc.

Se c urit ie s Offe re d
$250 million aggregate principal amount of 2.500% Senior Notes due 2021, which we refer to
as the 2021 notes.
$400 million aggregate principal amount of 3.250% Senior Notes due 2025, which we refer to
as the 2025 notes.

M a t urit y Da t e
April 15, 2021 for the 2021 notes.
April 15, 2025 for the 2025 notes.

I nt e re st Ra t e
2.500% for the 2021 notes.

3.250% for the 2025 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, 2015 for the 2021 notes.
April 15 and October 15 of each year, beginning on October 15, 2015 for the 2025 notes.

Opt iona l Re de m pt ion
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 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 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."

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."

S-3
Table of Contents
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. There are no existing
t he N ot e s
trading markets for the notes, and there can be no assurance regarding:
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Form 424(b)(2)

· 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 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.

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" in this
prospectus supplement.

Furt he r I ssue s
We may, without the consent of 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 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 30, 2014, incorporated by reference herein, as such
may be updated in any future filings we make under the Exchange Act. If any of the risk factors were to occur, our business,
financial condition, results of operations and liquidity could be materially adversely affected. This may 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.
Risk s re la t e d t o t he not 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.
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Form 424(b)(2)
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 and seek a waiver, we
may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under any credit facility, the
lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to
repay debt, lenders having secured obligations could proceed against the collateral securing the debt. Because the indenture
governing the notes, the indentures governing our notes that are currently outstanding and the agreements governing any credit
facility will have customary cross-default provisions, if the indebtedness under the notes or under any credit facility or any of our
other facilities is accelerated, we may be unable to repay or finance the amounts due. See "Description of Notes."
If an active trading market does not develop for these notes you may not be able to resell them.
Prior to this offering, there was no public market for these notes and we cannot assure you that an active trading market will
develop for the notes. We do not intend to apply to list the notes on any securities exchange. If no active trading market develops,
you may not be able to resell your notes at their fair market value or at all. Future trading prices of the notes will depend on many
factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We have
been informed by the underwriters that they currently intend to make a market in these notes after this offering is completed.
However, the underwriters may cease their market-making at any time.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that
may be incurred by us. Our incurrence of additional debt may have important consequences for you as a holder of the notes,
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Form 424(b)(2)
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

S-6
Table of Contents
time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
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, 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 $643.5 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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De sc ript ion of not e s
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Form 424(b)(2)
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 aggregate principal amount of the two separate series of notes offered hereby will initially be limited to $650 million. The 2021
notes will initially be limited to $250 aggregate principal amount, subject to increase as set forth under "Further Issues" below. The
2021 notes will mature on April 15, 2021 and will bear interest at a rate of 2.500% per year. The 2025 notes will initially be limited
to $400 million aggregate principal amount, subject to increase as set forth under "Further Issuances" below. The 2025 notes will
mature on April 15, 2025 and will bear interest at a rate of 3.250% per year.
Although for convenience the 2021 notes and the 2025 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 2021 notes and the 2025 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 officers' certificates dated April 29,
2015 setting forth the terms and conditions of the notes. We refer to the indenture, as supplemented by the officers' certificates
dated April 29, 2015, as the indenture.
Interest on the 2021 notes will accrue from April 29, 2015 and will be payable semiannually in arrears on April 15 and October 15
of each year, beginning on October 15, 2015, to the persons in whose names the 2021 notes are registered at the close of
business on April 1 and October 1 (whether or not a business day) preceding the respective interest payment dates. Interest on
the 2025 notes will accrue from April 29, 2015 and will be payable semiannually in arrears on April 15 and October 15 of each
year, beginning on October 15, 2015, to the persons in whose names the 2025 notes are registered at the close of business on
April 1 and October 1 (whether or not a business day) preceding the respective interest payment dates. If any interest payment
date is not a business day, then payment of interest will be made on the next business day, but without any 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

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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
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Form 424(b)(2)
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."
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.
If the 2021 notes are redeemed before March 15, 2021 (one month prior to the maturity date of the 2021 notes), the redemption
price will equal the greater of:

· 100% of the principal amount of the 2021 notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2021 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 20
basis points, as determined in good faith by us.
If the 2021 notes are redeemed on or after March 15, 2021 (one month prior to the maturity date of the 2021 notes), the
redemption price for the 2021 notes will equal 100% of the principal amount of the 2021 notes.
If the 2025 notes are redeemed before January 15, 2025 (three months prior to the maturity date of the 2025 notes), the
redemption price will equal the greater of:

· 100% of the principal amount of the 2025 notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2025 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 20
basis points, as determined in good faith by us.
If the 2025 notes are redeemed on or after January 15, 2025 (three months prior to the maturity date of the 2025 notes), the
redemption price for the 2025 notes will equal 100% of the principal amount of the 2025 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
2021 notes before March 15, 2021 and/or 2025 notes before January 15, 2025 need not set forth the redemption price but only the
manner of calculation thereof. We will give the trustee notice of the amount of the redemption price for any such redemption
promptly after the calculation thereof and the trustee shall have no responsibility for such calculation. Unless we default in payment
of the redemption price, on and after the date of redemption, interest will cease to accrue on the notes or portions of the notes
called for redemption.
For purposes of determining the optional redemption price for any 2021 notes redeemed before March 15, 2021 and any 2025
notes redeemed before January 15, 2025, the following definitions are applicable.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the rate per year equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for that date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the notes to be redeemed that would be used, at the time of selection and under customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any date of redemption, the average of the Reference Treasury Dealer
Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or if the
Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by us.
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