Bond AutoSphere 3.125% ( US053332AP74 ) in USD

Issuer AutoSphere
Market price 100 %  ▲ 
Country  United States
ISIN code  US053332AP74 ( in USD )
Interest rate 3.125% per year ( payment 2 times a year)
Maturity 14/07/2023 - Bond has expired



Prospectus brochure of the bond AutoZone US053332AP74 in USD 3.125%, expired


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 053332AP7
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 US053332AP74, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2023

The Bond issued by AutoSphere ( United States ) , in USD, with the ISIN code US053332AP74, 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 US053332AP74, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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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)
3.125% Senior Notes Due 2023

$500,000,000

$68,200


(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)
$500,000,000

3.125% Senior Notes due 2023


We are offering $500 million aggregate principal amount of 3.125% Senior Notes due 2023, or the notes. We will pay interest on the notes on January 15
and July 15 each year, beginning on January 15, 2014. The notes will mature on July 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)

99.447%
$497,235,000
Underwriting discount

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

98.797%
$493,985,000


(1)
Plus accrued interest, if any, from April 29, 2013, 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, 2013.


Joint Book-Running Managers

BofA Merrill Lynch Barclays SunTrust Robinson Humphrey


Prospectus Supplement dated April 18, 2013
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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-25
Underwriting

S-31
Legal Matters

S-34
Experts

S-34
Incorporation of Certain Documents by Reference

S-34
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 February 9, 2013, operated 4,735 stores in the United States, including Puerto Rico, 334 in Mexico and one in Brazil. 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 February 9, 2013, in 3,146 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, non-automotive products and
subscriptions to the ALLDATAdiy product through www.autozone.com, accessories through www.autoanything.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 30,
August 29,
August 28,
August 27,
August 25,
February 11,
February 9,
2008

2009

2010

2011

2012

2012

2013
6.8x

6.1x

6.2x

6.5x

6.8x

6.1x

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 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. See
"Incorporation of Certain Documents by Reference" on page S-32.
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 3.125% Senior Notes due 2023

Maturity Date
July 15, 2023

Interest Rate
3.125%

Interest Payment Dates
January 15 and July 15 of each year, beginning on January 15, 2014

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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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 25,
2012, 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.
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.

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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.
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, 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.

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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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