Bond AutoSphere 2.875% ( US053332AN27 ) in USD

Issuer AutoSphere
Market price 100 %  ▼ 
Country  United States
ISIN code  US053332AN27 ( in USD )
Interest rate 2.875% per year ( payment 2 times a year)
Maturity 15/01/2023 - Bond has expired



Prospectus brochure of the bond AutoZone US053332AN27 in USD 2.875%, expired


Minimal amount 2 000 USD
Total amount 300 000 000 USD
Cusip 053332AN2
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description AutoZone is a publicly traded American retailer specializing in automotive parts, accessories, and tools, with a large network of stores across the United States, Mexico, and Puerto Rico.

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AN27, pays a coupon of 2.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2023

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AN27, 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 US053332AN27, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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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)
2.875% Senior Notes Due 2023

$300,000,000

$40,920

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus Dated April 17, 2012)
$ 300,000,000

2.875% Senior Notes due 2023


We are offering $300 million aggregate principal amount of 2.875% Senior Notes due 2023, or the notes. We will pay interest on the notes on January 15 and July 15 each
year, beginning July 15, 2013. The notes will mature on January 15, 2023. 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 defined herein,
occurs, unless we have exercised our option to redeem the notes, holders of the notes may require us to repurchase the notes at the price described in this prospectus supplement
under "Description of Notes -- Change of Control."
The notes will be senior unsecured obligations and will rank equally with our other senior unsecured liabilities from time to time outstanding and senior to any future
subordinated indebtedness. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or on any automated dealer
quotation system.


See "Risk Factors" beginning on page S-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)

99.672%
$299,016,000
Underwriting discount

0.650%
$ 1,950,000
Proceeds (before expenses) to AutoZone, Inc.

99.022%
$297,066,000

(1)
Plus accrued interest, if any, from November 13, 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 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
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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 November 13, 2012.


Joint Book-Running Managers



Prospectus Supplement dated November 1, 2012
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TABLE OF CONTENTS
Prospectus Supplement



Page
About This Prospectus Supplement

S-ii
Forward-Looking Statements

S-ii
Summary

S-1

Risk Factors

S-4

Use of Proceeds

S-7

Description of Notes

S-8

Certain United States Federal Income Tax Consequences

S-24
Underwriting

S-29
Legal Matters

S-32
Experts

S-32
Prospectus

About This Prospectus

(ii)
Where You Can Find More Information

(ii)
Incorporation of Certain Documents By Reference

(ii)
AutoZone, Inc.

1
Forward-Looking Statements

1
Use of Proceeds

1
Description of Debt Securities

2
Plan of Distribution

6
Legal Matters

8
Experts

8

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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
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 (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 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 discussed in more detail in the "Risk Factors" section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year
ended August 25, 2012, 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." These Risk Factors should be read carefully. Forward-looking statements are not guarantees of future performance and actual results,
developments and business decisions may differ from those contemplated by such forward-looking statements, and events described above and in the "Risk Factors" could
materially and adversely affect our business. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results may materially differ from anticipated results.

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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 information 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
at August 25, 2012, operated 4,685 stores in the United States, including Puerto Rico, and 321 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. At August 25,
2012, in 3,053 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 have commercial programs in select stores in Mexico as well. 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
August 30,
August 29,
August 28,
August 27,
August 25,
2008

2009

2010

2011

2012
6.8x

6.1x

6.2x

6.5x

6.8x
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 25, 2012 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
$300 million aggregate principal amount of 2.875% Senior Notes due 2023

Maturity Date
January 15, 2023

Interest Rate
2.875%

Interest Payment Dates
January 15 and July 15 of each year, beginning July 15, 2013

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 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.

Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the notes
(as described in this prospectus supplement under "Description of Notes -- Optional Redemption"),
holders of the notes may require us to repurchase the notes at a specified price. See "Description of Notes
-- Change of Control."

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


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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;


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


· your ability to sell your notes at all.

Form and Denominations
We will issue 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 ranking,
redemption or otherwise as such notes.

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

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


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