Obligation AutoZone 5.875% ( US053332AC61 ) en USD

AutoZone

100 % ⇌

Etats-unis

US053332AC61 ( en USD )

5.875% par an ( paiement semestriel )

14/10/2012 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AC61 en USD 5.875%, échue

L'Obligation émise par AutoZone ( Etats-unis ) , en USD, avec le code ISIN US053332AC61, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2012

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424B2 1 g78689b2e424b2.htm AUTOZONE, INC.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-100205
Prospectus Supplement
(To Prospectus dated October 10, 2002)
AutoZone, Inc.
$300,000,000
5.875% Senior Notes due 2012
Interest payable April 15 and October 15
Issue Price: 99.755%
The notes will mature on October 15, 2012. Interest on the notes will accrue from October 21, 2002, and the first interest
payment date will be April 15, 2003.
We may redeem the notes in whole or in part at any time at the redemption prices described on page S-7.
See "Risk Factors" beginning on page 4 of the accompanying prospectus for a discussion of certain risks that you
should consider in connection with an investment in the notes.
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.

Price to
Underwriting
Proceeds
Public
Discounts
to Us
Per Note

99.755%

0.650%

99.105%
Total

$299,265,000

$1,950,000

$297,315,000
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
We expect that delivery of the notes will be made to investors through the book-entry delivery system of The Depository
Trust Company on or about October 21, 2002.
Joint Bookrunners
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JPMorgan
Merrill Lynch & Co.

Banc of America Securities LLC
Fleet Securities
Salomon Smith Barney
SunTrust Robinson Humphrey
Wachovia Securities

Banc One Capital Markets, Inc.
BNP PARIBAS
BNY Capital Markets, Inc.
Bear, Stearns & Co. Inc.
Fifth Third Securities, Inc.
First Tennessee Securities Corporation
Goldman, Sachs & Co.
McDonald Investments Inc.
Morgan Keegan & Company, Inc.
NatCity Investments, Inc.
October 16, 2002
TABLE OF CONTENTS
Prospectus Supplement
SUMMARY
USE OF PROCEEDS
CAPITALIZATION
SELECTED FINANCIAL DATA
DESCRIPTION OF THE NOTES
UNDERWRITING
LEGAL MATTERS
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AUTOZONE, INC.
RISK FACTORS
FORWARD-LOOKING STATEMENTS
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with
different information. If any person provides you with different or inconsistent information, you should not rely on it. We
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are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of the respective dates thereof. 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 and the accompanying prospectus, we mean
AutoZone, Inc., including, unless the context otherwise requires, its subsidiaries. When we refer to "you" or "yours," we
mean the holders of the notes offered hereby.
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary

S-1
Use of Proceeds

S-3
Capitalization

S-3
Selected Financial Data

S-4
Description of the Notes

S-7
Underwriting

S-9
Legal Matters
S-10
Prospectus

About This Prospectus

i
Where You Can Find More Information
1
Incorporation of Certain Documents by Reference
1
AutoZone, Inc.
3
Risk Factors
4
Forward-Looking Statements
6
Ratio of Earnings to Fixed Charges
7
Use of Proceeds
7
Description of Debt Securities
8
Plan of Distribution
19
Legal Matters
20
Experts
20
i
Table of Contents
SUMMARY
This prospectus supplement contains the terms of this offering of notes. The prospectus supplement may add, update
or change information in the accompanying prospectus. To the extent they are inconsistent, the information in this
prospectus supplement supersedes the information in the accompanying prospectus.
You should read this prospectus supplement and the accompanying prospectus to understand the terms of the notes
offered by this prospectus supplement and the accompanying prospectus. You should also read the documents referred to
in "Where You Can Find More Information" in the accompanying prospectus for information about us and our financial
statements.
AutoZone, Inc.
We are the nation's leading specialty retailer of automotive parts and accessories, with most of our sales to
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do-it-yourself ("DIY") customers. We began operations in 1979 and at August 31, 2002, operated 3,068 auto parts stores
in the United States and 39 in Mexico. Each auto parts store carries an extensive product line for cars, vans and light
trucks, including new and re-manufactured automotive hard parts, maintenance items and accessories. We also have a
commercial sales program in the United States that provides commercial credit and prompt delivery of parts and other
products to repair garages, dealers and service stations. We do not derive revenue from the sale of tires or from automotive
repair or installation.
We also sell automotive diagnostic and repair information software through our ALLDATA subsidiary and diagnostic
and repair information through alldatadiy.com.
We are dedicated to providing customers with superior service, value, and quality automotive parts and products at
conveniently located, well-designed stores. We have implemented this strategy primarily by training our knowledgeable
and motivated store personnel to emphasize prompt and courteous customer service and to provide trustworthy advice and
by maintaining an extensive product line with an emphasis on automotive hard parts. Our stores are generally situated in
high-visibility locations and provide a distinctive merchandise presentation in an attractive store environment.
Our executive offices are located at 123 South Front Street, Memphis, Tennessee 38103, and our telephone number is
(901) 495-6500. AutoZone, Inc. is a Nevada corporation.
Recent Developments
On September 25, 2002, we reported our financial results for the fourth quarter and the fiscal year ended August 31,
2002. The following is selected financial data for the 2002 fiscal year taken from our unaudited consolidated statements of
operations. See "Selected Financial Data--Results of Operations for 2002 Fiscal Year (Unaudited)."

Fiscal Year Ended August
2002
2001
(53 Weeks)
(52 Weeks)
(in thousands)
Net sales

$5,325,510

$4,818,185
Net income

$ 428,148

$ 175,526

Basic earnings per share

$
4.10

$
1.56

Diluted earnings per share

$
4.00

$
1.54

S-1
Table of Contents
The Offering

Issuer
AutoZone, Inc.

Securities Offered
$300,000,000 aggregate principal amount of 5.875% Senior Notes due 2012.

Maturity Date
October 15, 2012.

Interest Payment Dates
April 15 and October 15 of each year, commencing on April 15, 2003.

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

Ranking
The notes:

· will be unsecured obligations;

· will rank equally and ratably with all the existing and future unsecured and
unsubordinated debt of AutoZone;

· will be senior to any future subordinated debt;

· will be effectively junior to any secured debt; and

· will be effectively junior to the secured debt and to all existing and future debt and
other liabilities of our subsidiaries.

Covenants
The notes will contain covenants restricting our ability, subject to certain exceptions, to
incur debt secured by liens, or to merge or consolidate with another entity or sell
substantially all of our assets to another person.

Use of Proceeds
We estimate that we will receive net proceeds from this offering of approximately
$296.7 million, which we intend to use for general corporate purposes, including
repaying, redeeming or repurchasing existing debt, and for working capital, capital
expenditures, new store openings, repurchases of common stock under our stock
repurchase program and acquisitions.

Further Issues
We may, without your consent, create and issue additional notes ranking equally and
ratably with the notes in all respects, so that such additional notes will be consolidated
and form a single series with the notes and will have the same terms as to status,
redemption or otherwise as the notes.
S-2
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering, after deducting estimated fees and expenses, will be
approximately $296.7 million. We intend to use the net proceeds from this offering for general corporate purposes,
including repaying, redeeming or repurchasing existing debt, and for working capital, capital expenditures, new store
openings, repurchases of common stock under our stock repurchase program and acquisitions. We may invest funds not
required immediately for these purposes in short-term, interest-bearing and other investment grade securities.
CAPITALIZATION
The following table sets forth our capitalization as of May 4, 2002, and August 31, 2002, and as adjusted to give effect
to the issuance of the notes offered hereby. You should read this table in conjunction with our consolidated financial
statements and accompanying notes incorporated herein by reference. See "Where You Can Find More Information" in the
accompanying prospectus.

May 4, 2002
August 31, 2002
As
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Actual
Actual
Adjusted
(in thousands)
Cash

$
7,242

$
6,498

$ 303,195

Short-term debt

$
--

$
--

$
--

Long-term debt:

Senior Notes offered hereby

$
--

$
--

$ 300,000
6% Notes due November 2003

150,000

150,000

150,000
6.5% Debentures due July 2008

190,000

190,000

190,000
7.99% Notes due April 2006

150,000

150,000

150,000
Bank term loans(1)

315,000

465,000

465,000
Commercial paper

428,467

223,200

223,200
Other

17,667

16,317

16,317

Total long-term debt

$1,251,134

$1,194,517

$1,494,517

Total stockholders' equity

$ 774,915

$ 689,127

$ 689,127

Total capitalization

$2,026,049

$1,883,644

$2,183,644

(1) During fiscal year 2001, AutoZone entered into $200 million and $115 million unsecured bank term loans with a
group of banks. Our $115 million loan matures in December 2003. During fiscal 2002, our $200 million two-year
unsecured term loan was increased to $350 million and the maturity was extended to November 2004. For a
description of the bank term loans at May 4, 2002, see Note F to our condensed consolidated financial statements
included in our Form 10-Q for the quarter ended May 4, 2002, which is incorporated herein by reference.
S-3
Table of Contents
SELECTED FINANCIAL DATA
The selected financial information for the five fiscal years during the period ended August 25, 2001, have been
derived from our audited financial statements which have been audited by Ernst & Young LLP, independent auditors. The
selected financial data for the thirty-six weeks ended May 4, 2002, and May 5, 2001, is derived from our unaudited
financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto,
included in reports incorporated by reference in the accompanying prospectus.

Thirty-Six
Weeks Ended
Fiscal Year Ended August(1)
May 4,
May 5,
2001
2000
1999
1998
1997
2002
2001
(52 Weeks)
(52 Weeks)
(52 Weeks)
(52 Weeks)
(52 Weeks)
(in thousands, except per share data and selected operating data)
Income
Statement Data:

Net sales
$3,482,173 $3,177,522 $4,818,185 $4,482,696 $4,116,392 $3,242,922 $2,691,440
Cost of sales,
including
warehouse and
delivery expenses 1,949,153 1,852,046 2,804,896 2,602,386 2,384,970 1,889,847 1,559,296
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Operating,
selling, general
and

administrative
expenses
1,073,934
1,004,362
1,498,909
1,368,290
1,298,327
970,768
810,793
Restructuring and
impairment
charges

--
5,200
126,689
--
--
--
--

Operating profit
459,086
315,914
387,691
512,020
433,095
382,307
321,351
Interest expense,
net

55,124
72,365
100,665
76,830
45,312
18,204
8,843

Income before

income taxes
403,962
243,549
287,026
435,190
387,783
364,103
312,508
Income taxes

153,800
94,500
111,500
167,600
143,000
136,200
117,500

Net income
$ 250,162 $ 149,049 $ 175,526 $ 267,590 $ 244,783 $ 227,903 $ 195,008

Weighted
average shares
for basic earnings
per share

106,264
114,330
112,834
132,945
149,014
152,160
150,726
Effect of dilutive

stock equivalents
2,751
531
967
924
1,243
1,910
1,809

Adjusted
weighted average
shares for diluted
earnings per
share

109,015
114,861
113,801
133,869
150,257
154,070
152,535

Basic earnings

per share(2)
$
2.35
$
1.30
$
1.56
$
2.01
$
1.64
$
1.50
$
1.29

Diluted earnings
per share(2)
$
2.29 $
1.30 $
1.54 $
2.00 $
1.63 $
1.48 $
1.28

Other Financial

Data:
Cash flows from
operating
activities
$ 388,856 $ 206,182 $ 458,937 $ 512,960 $ 311,668 $ 366,838 $ 177,563
EBITDA(3)

541,583
407,608
519,024
638,820
561,626
478,906
399,172
Selected
Operating Data:

Number of
domestic auto

parts stores (at
period end)
3,052
2,994
3,019
2,915
2,711
2,657
1,728
Total domestic
auto parts store
square footage (at
period
end)(000s)(4)

19,596
19,223
19,377
18,719
17,405
16,499
11,611
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Percentage
increase in
domestic auto

parts store square
footage(4)
1%
3%
4%
8%
5%
42%
23%
Average net sales
per domestic auto
parts store
(000s)(4)
$
1,105 $
1,021 $
1,543 $
1,517 $
1,465 $
1,568 $
1,691
Average net sales
per domestic auto

parts store square
foot(4)
$
172
$
159
$
240
$
236
$
232
$
238
$
253
Percentage
increase in
domestic auto
parts comparable
store net sales(5)
10%
3%
4%
5%
5%
3%
9%
(Footnotes on following page)
S-4
Table of Contents

Thirty-Six
Weeks Ended
Fiscal Year Ended August(1)
May 4,
May 5,
2001
2000
1999
1998
1997
2002
2001
(52 Weeks)
(52 Weeks)
(52 Weeks)
(52 Weeks)
(52 Weeks)
(in thousands)
Balance Sheet Data
(at period end):

Current assets
$1,371,977 $1,293,616 $1,328,511 $1,186,780 $1,225,084 $1,117,090 $ 778,802
Current liabilities
1,348,016 1,111,821 1,266,654 1,034,544 1,000,554
859,829
592,452
Working capital

23,961
181,795
61,857
152,236
224,530
257,261
186,350
Total assets
3,444,247 3,447,166 3,432,512 3,333,218 3,284,767 2,748,113 1,884,017
Total debt
1,251,134 1,392,729 1,225,402 1,249,937
888,340
545,067
198,400
Stockholders' equity
774,915
889,646
866,213
992,179 1,323,801 1,302,057 1,075,208
(1) Our fiscal year consists of 52 or 53 weeks ending on the last Saturday in August.

(2) Basic and diluted earnings per share are presented in accordance with the provisions of Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share" ("EPS"). We adopted the provisions of
SFAS 128 in the quarter ended February 14, 1998. This statement replaced the calculation of primary and fully
diluted EPS with basic and diluted EPS. Basic EPS is computed as net earnings divided by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur
from common shares issuable through stock-based compensation, including stock options.

(3) EBITDA represents earnings before income taxes plus interest expense, depreciation and amortization. While
EBITDA should not be construed as a substitute for income or as a better indicator of liquidity than cash flows from
operating activities (both of which are determined in accordance with generally accepted accounting principles), we
have included EBITDA in the above table to provide additional information with respect to our ability to meet our
future debt service, capital expenditures and working capital requirements.

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(4) Total domestic auto parts store square footage is based on our standard store formats including normal selling, office,
stockroom and receiving space, but excluding excess space not utilized in a store's operations. Average net sales per
domestic auto parts store and average net sales per domestic auto parts store square foot are based on the average of
beginning and ending number of stores and store square footage and are not weighted to take into consideration the
actual dates of store openings or expansions.

(5) Comparable store net sales are based on increases in sales for domestic auto parts stores open at least one year.
S-5
Table of Contents
Results of Operations for 2002 Fiscal Year (Unaudited)
The following table presents selected financial data for the 2002 fiscal year. The data have been derived from our
unaudited condensed consolidated statements of operations included in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 25, 2002.

Fiscal Year Ended August
2002
2001
(53 Weeks)
(52 Weeks)
(in thousands)
Income Statement Data:

Net sales

$5,325,510

$4,818,185
Cost of sales, including warehouse and delivery
expenses

2,950,123

2,804,896
Operating, selling, general and administrative

expenses
1,604,379
1,498,909
Restructuring and impairment charges

--

126,689

Operating profit

771,008

387,691
Interest expense, net

79,860

100,665

Income before income taxes

691,148

287,026
Income taxes

263,000

111,500

Net income

$ 428,148

$ 175,526

Basic earnings per share

$
4.10

$
1.56

Diluted earnings per share

$
4.00

$
1.54

Selected Operating Data:

Average net sales per domestic auto parts store (000s)
$
1,658

$
1,543
Average net sales per domestic auto parts store
square foot

$
258

$
240
Percentage increase in domestic auto parts

comparable store net sales
9%
4%
See the footnotes to the preceding table in this "Selected Financial Data" section.
S-6
Table of Contents
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DESCRIPTION OF THE 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.
General
The notes will mature on October 15, 2012.
Interest on the notes will accrue from October 21, 2002, at the rate per year shown on the cover of this prospectus
supplement and will be payable semiannually on April 15 and October 15 of each year, beginning on April 15, 2003, to the
persons in whose names the notes are registered at the close of business on the April 1 and October 1 preceding the
respective interest payment dates. If any payment date is not a business day, then payment will be made on the next
business day, but without any additional interest or other amount. Interest will be computed on the notes on the basis of a
360-day year of twelve 30-day months.
The notes will be unsecured obligations of AutoZone and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of AutoZone.
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 Debt Securities--Global Debt Securities" in the
accompanying prospectus. The notes will be issued only in minimum denominations of $1,000, and integral multiples of
$1,000.
The notes will constitute a series of debt securities to be issued under the indenture dated as of July 22, 1998, between
AutoZone and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee,
which is described in the accompanying prospectus.
Optional Redemption
The notes will be redeemable, in whole at any time or in part from time to time, at our option, at a redemption price
equal to accrued and unpaid interest on the principal amount being redeemed to the date of redemption plus the greater of:

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

· the sum of the present values of the remaining scheduled payments of principal and interest on the 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 35 basis points.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the rate per year equal to the semi-annual
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 trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations.
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