Obligation AutoZone 3.7% ( US053332AM44 ) en USD

AutoZone

103.8 % ⇌

Etats-unis

US053332AM44 ( en USD )

3.7% par an ( paiement semestriel )

14/04/2022 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AM44 en USD 3.7%, échue

2 000 USD

500 000 000 USD

053332AM4

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par AutoZone ( Etats-unis ) , en USD, avec le code ISIN US053332AM44, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2022

L'Obligation émise par AutoZone ( Etats-unis ) , en USD, avec le code ISIN US053332AM44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AutoZone ( Etats-unis ) , en USD, avec le code ISIN US053332AM44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-180768
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
3.700% Senior Notes Due 2022

$500,000,000

$57,300

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

Prospectus Supplement
April 17, 2012
(To Prospectus Dated April 17, 2012)
$500,000,000

3.700% Senior Notes due 2022

We are offering $500 million aggregate principal amount of 3.700% Senior Notes due 2022, or the notes. We will pay interest
on the notes on April 15 and October 15 each year, beginning October 15, 2012. The notes will mature on April 15, 2022. We may
redeem the notes at our option, at any time in whole or from time to time in part, at the redemption prices described in this prospectus
supplement under "Description of Notes -- Optional Redemption." If a change of control triggering event, as described herein,
occurs, unless we have exercised our option to redeem the notes, holders of the notes may require us to repurchase the notes at the
price described in this prospectus supplement under "Description of Notes -- Change of Control."
The notes will be senior unsecured obligations and will rank equally with our other senior unsecured liabilities from time to
time outstanding and senior to any future subordinated indebtedness. The notes will be issued only in registered form in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or on any automated dealer quotation system.

See "Risk Factors" beginning on page S-4 in this prospectus supplement for a
discussion of certain risks that you should consider in connection with an investment in
the notes.

Per

Note
Total

Public offering price (1)

99.984%
$499,920,000
Underwriting discount

0.650%
$ 3,250,000
Proceeds (before expenses) to AutoZone, Inc.

99.334%
$496,670,000

(1) Plus accrued interest, if any, from April 24, 2012, 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
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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 24, 2012.

Joint Book-Running Managers

Prospectus Supplement dated April 17, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-i

Forward-Looking Statements
S-i

Summary
S-1

Risk Factors
S-4

Use of Proceeds
S-6

Description of Notes
S-6

Certain United States Federal Income Tax Consequences
S-22
Underwriting
S-27
Legal Matters
S-30
Experts
S-30
Prospectus

About This Prospectus

(ii)
Where You Can Find More Information

(ii)
Incorporation of Certain Documents By Reference

(ii)
AutoZone, Inc.

1
Forward-Looking Statements

1
Use of Proceeds

1
Description of Debt Securities

2
Plan of Distribution

6
Legal Matters

8
Experts

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ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus. This prospectus supplement and the
accompanying prospectus form one single document and both contain information you should consider when making your investment
decision.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus
come should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, any free
writing prospectus and the documents incorporated by reference herein and therein filed by us with the Securities and
Exchange Commission. Neither we nor the underwriters have authorized anyone to provide you with additional or different
information. If anyone provides you with additional or different information, you should not rely on it. Neither we nor the
underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing
prospectus filed by us with the Securities and Exchange Commission and the documents incorporated by reference is accurate
only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.
When we refer to "we," "our" and "us" in this prospectus supplement, we mean AutoZone, Inc., including, unless the context
otherwise requires or as otherwise expressly stated, our subsidiaries. When we refer to "you" or "yours," we mean the purchasers of
the notes.
FORWARD-LOOKING STATEMENTS
All statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus, other than
statements of historical fact, that address activities, events or developments that we intend, expect, project, believe, plan, estimate or
anticipate will or may occur in the future are forward-looking statements (as the term is defined in Section 27A of the Securities Act
of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Forward-looking statements typically use words such as "believe," "anticipate," "should," "intend," "plan," "will," "expect,"
"estimate," "project," "positioned," "strategy," and similar expressions. These are based on assumptions and assessments made by
our management in light of experience and perception of historical trends, current conditions, expected future developments and other
factors that they believe to be appropriate. These are subject to a number of risks and uncertainties, including, but not limited to, those
described in Item 1A to our annual report on Form 10-K, which is expressly incorporated by reference into this prospectus
supplement and the accompanying prospectus, and those risks described in this prospectus supplement under "Risk Factors," and
elsewhere in documents filed with the SEC and incorporated by reference into this prospectus supplement and the accompanying
prospectus, as well as other factors that our management has not yet identified, including without limitation, product demand,
competition, the economy, credit markets, the ability to hire and retain qualified employees, consumer debt levels, inflation, weather,
raw material costs of our suppliers, energy prices, war and the prospect of war, including terrorist activity, availability of
commercial transportation, construction delays, access to available and feasible financing, and changes in laws or regulations.
Forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may
differ from those contemplated by such forward-looking statements and such events could materially and adversely affect our
business. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no
obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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SUMMARY
This summary description of our business and the offering may not contain all the information that may be important to
you. You should read this entire prospectus supplement and the accompanying prospectus, including the information set forth
under the heading "Risk Factors" and the financial data and related notes included or incorporated by reference herein,
before making an investment decision.
The Company
We are the nation's leading retailer, and a leading distributor, of automotive replacement parts and accessories in the United
States. We began operations in 1979 and as of February 11, 2012, operated 4,580 stores in the United States, including Puerto
Rico, and 287 in Mexico. Each of our stores carries an extensive product line for cars, sport utility vehicles, vans and light
trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. As
of February 11, 2012, in 2,825 of our domestic stores, we also have a commercial sales program that provides commercial credit
and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public
sector accounts. We also 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 do not
derive revenue from automotive repair or installation services.
Ratio of Earnings to Fixed Charges
Our consolidated ratio of earnings to fixed charges is as follows for the periods indicated:

Fiscal Year Ended

Twenty-Four Weeks Ended
August 25,
August 30,
August 29,
August 28,
August 27,
February 12,
February 11,
2007

2008

2009

2010

2011

2011

2012
6.5x
6.8x
6.1x
6.2x
6.5x
5.6x
6.1x
We have computed the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose, "earnings"
consist of income before income taxes plus fixed charges (excluding capitalized interest), and "fixed charges" consist of interest
expense on all indebtedness, capitalized interest, amortization of debt issuance costs and the portion of rent expense on operating
leases deemed representative of interest.
Risk factors
Investment in the notes involves risks. You should carefully consider the information under "Risk Factors" beginning on page
S-4 of this prospectus supplement and under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
August 27, 2011 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.
Additional information
AutoZone, Inc. is a Nevada corporation. Our executive offices are located at 123 South Front Street, Memphis, Tennessee
38103, and our telephone number is (901) 495-6500. We maintain a website at www.autozoneinc.com. Information contained on
our website does not constitute a part of this document and is not incorporated by reference in this prospectus supplement or the
accompanying prospectus.

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

Issuer
AutoZone, Inc.

Securities Offered
$500 million aggregate principal amount of 3.700% Senior Notes due 2022

Maturity Date
April 15, 2022

Interest Rate
3.700%

Interest Payment Dates
April 15 and October 15, beginning October 15, 2012

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to
time in part, on not less than 30 nor more than 60 days' notice, at the redemption
prices described in this prospectus supplement under "Description of Notes --
Optional Redemption."

Ranking
The notes:

· will be unsecured obligations;

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

from time to time outstanding;

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

· will be junior to any secured debt to the extent of the value of the assets

securing such debt and other liabilities; and

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

our subsidiaries.

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

Covenants
The indenture under which the notes will be issued contains covenants
restricting our ability, subject to certain exceptions, to incur debt secured by
liens, to enter into sale and leaseback transactions or to merge or consolidate
with another entity or sell substantially all of our assets to another person. See
"Description of Notes -- Covenants."

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Lack of a Public Market for the Notes
We do not intend to apply to list the notes on any securities exchange. There are
no existing trading markets for the notes, and there can be no assurance
regarding:

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

· your ability to sell your notes at all; or

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

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

Use of Proceeds
We intend to use the net proceeds from this offering 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.

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

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

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

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RISK FACTORS
An investment in the notes involves a degree of risk. You should carefully consider the risks and uncertainties described
below and other information contained in this prospectus supplement and the accompanying prospectus and incorporated by
reference herein before you decide whether to invest in the notes. In particular, we urge you to consider carefully the factors set
forth under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 27, 2011, incorporated by
reference herein, as such may be updated in any future filings we make under the Exchange Act. If any of the risk factors were to
occur, our business, financial condition, results of operations and liquidity could be materially adversely affected. This may
affect our ability to pay interest on the notes or repay the principal when due, and you may lose part or all of your investment.
Risks Related to the Notes
The notes will not be guaranteed by any of our subsidiaries and will be structurally subordinated to the debt and other
liabilities and any preferred equity of our subsidiaries, which means that creditors and preferred equity holders of our
subsidiaries will be paid from their assets before holders of the notes would have any claims to those assets.
The notes are exclusively obligations of AutoZone, Inc. Because most of our operations are currently conducted through
subsidiaries, our cash flow and our consequent ability to service our debt, including the notes, are dependent upon the earnings of our
subsidiaries and the distribution of those earnings to us or upon loans or other payments of funds by those subsidiaries to us. Our
subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant
to the notes or to make any funds available for such payments, whether by dividends, loans or otherwise. In addition, the payment of
dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, are
contingent upon the earnings of those subsidiaries and are subject to various business considerations.
The notes will be effectively subordinated to all indebtedness and other liabilities, including current liabilities and commitments
under leases, if any, of our subsidiaries. Any right we have to receive assets of any of our subsidiaries upon the liquidation or
reorganization of a subsidiary (and the consequent right of the holders of the notes to participate in those assets) will be effectively
subordinated to the claims of that subsidiary's creditors (including trade creditors), except to the extent that we are recognized as a
creditor of such subsidiary, in which case our claims would still be subordinated to any security interests in the assets of such
subsidiary and any indebtedness of such subsidiary senior to any of the indebtedness held by us.
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors.
Holders of our secured indebtedness and the secured indebtedness of any future guarantors will have claims that are prior to
your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. The notes will be
effectively subordinated to all of our secured indebtedness to the extent of the assets securing such debt. In the event of any
distribution or payment of our assets or any pledged capital stock in any foreclosure, dissolution, winding-up, liquidation,
reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets and any
pledged capital stock that constitute their collateral. Holders of the notes will participate ratably in our remaining assets with all
holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general
creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, we cannot assure you
that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders
of secured indebtedness.
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

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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, 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 not be able to repurchase the notes upon a change of control triggering event.
Upon the occurrence of specific kinds of change of control triggering events, unless we have exercised our right to redeem the
notes, each holder of the notes will have the right to require us to repurchase all or any part of such holder's notes at a price equal to
101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. If we experience a Change of
Control Triggering Event, there can be no assurance that we

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would have sufficient financial resources available to satisfy our obligations to repurchase the notes and any other indebtedness that
may be required to be repaid or repurchased as a result of such event. Our failure to purchase the notes as required under the
indenture governing the notes would result in a default under the indenture, which could have material adverse consequences for us
and the holders of the notes. See "Description of Notes -- Change of Control."
Under clause (4) of the definition of "Change of Control" described under "Description of Notes -- Change of Control," a
change of control will occur when a majority of our directors are not "continuing directors." In a decision in connection with a proxy
contest, the Court of Chancery of Delaware has suggested that the occurrence of a change of control under an indenture provision
similar to ours may nevertheless be avoided if the existing directors were to approve the slate of new director nominees (who would
constitute a majority of the new board) as "continuing directors" solely for purposes of avoiding the triggering of such change of
control clause, provided the incumbent directors give their approval in the good faith exercise of their fiduciary duties. The Court
also suggested that there may be a possibility that an issuer's obligation to repurchase its outstanding debt securities upon a change of
control triggered by a failure to have a majority of "continuing directors" may be unenforceable on public policy grounds. There is no
Nevada case law addressing this issue, but the United States District Court in Nevada has, on prior occasion when applying Nevada
law, found persuasive authority in Delaware case law in the absence of Nevada statutory or case law on point for an issue of
corporate law.
USE OF PROCEEDS
We expect the net proceeds from the sale of the notes in this offering will be approximately $496 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.
DESCRIPTION OF NOTES
The following description of the terms and provisions of the notes supplements the description in the accompanying prospectus
of the general terms and provisions of the debt securities, to which description reference is hereby made. In this section entitled
"Description of Notes," references to "we," "us," "our," and "AutoZone, Inc." include only AutoZone, Inc. and not any of its
subsidiaries.
General
The aggregate principal amount of the notes offered hereby will initially be limited to $500 million, subject to increase as set
forth under "Further Issues" below. The notes will mature on April 15, 2022 and will bear interest at a rate of 3.700% per year.
The notes will be issued under an indenture dated as of August 8, 2003, between us and The Bank of New York Mellon Trust
Company, N.A. (successor to Bank One Trust Company, N.A.), as trustee, as supplemented by an officers' certificate dated April 24,
2012, setting forth the terms and conditions of the notes. We refer to the indenture, as supplemented by the officers' certificate dated
April 24, 2012, as the indenture.

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