Obligation AutoZone 6.95% ( US053332AG75 ) en USD

AutoZone

100 % ▲

Etas-Unis

US053332AG75 ( en USD )

6.95% par an ( paiement semestriel )

15/06/2016 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AG75 en USD 6.95%, échue

1 000 USD

200 000 000 USD

053332AG7

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AG75, paye un coupon de 6.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2016

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AG75, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AG75, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Autozone, Inc.
424B5 1 g01979b5e424b5.htm AUTOZONE, INC.
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (1 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-118308
PROSPECTUS SUPPLEMENT
(To prospectus dated September 28, 2004)

$200,000,000
AutoZone, Inc.
6.95% Senior Notes due 2016
The notes will mature on June 15, 2016. Interest on the notes will accrue from June 13, 2006, the date of issuance,
and the first interest payment date will be December 15, 2006.
We may redeem the notes in whole or in part at any time at the redemption prices described on page S-9.
See "Risk Factors" beginning on page S-5 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

99.658%

0.650%

99.008%
Total

$199,316,000

$1,300,000

$198,016,000
The notes will be unsecured obligations and will rank equally with our other unsecured liabilities that are not
subordinated obligations. The notes will be issued in registered form in denominations of $1,000 and integral
multiples thereof. The notes are not and will not be listed on any securities exchange.
The underwriter expects to deliver the notes to investors through the book-entry delivery system of The Depository
Trust Company on or about June 13, 2006.
Joint Bookrunners

Merrill Lynch & Co.

JPMorgan
Co-Managers

http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (2 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
Banc of America Securities LLC

BNP Paribas

BNY Capital Markets, Inc.
Calyon Securities (USA) Inc.

Citigroup

Comerica Securities, Inc.
Fifth Third Securities, Inc.

FTN Financial

KeyBanc Capital Markets
Morgan Keegan & Company, Inc.

NatCity Investments, Inc.
Piper Jaffray
SunTrust Robinson Humphrey Wachovia Securities

The date of this prospectus supplement is June 8, 2006
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (3 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.

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 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

Page
Prospectus Supplement
SUMMARY

S-3
RISK FACTORS

S-5
FORWARD-LOOKING STATEMENTS

S-8
USE OF PROCEEDS

S-8
RATIO OF EARNINGS TO FIXED CHARGES

S-8
DESCRIPTION OF NOTES

S-9
WHERE YOU CAN FIND MORE INFORMATION

S-11
UNDERWRITING

S-12
LEGAL MATTERS

S-13
EXPERTS

S-14

Prospectus
ABOUT THIS PROSPECTUS

i
WHERE YOUR CAN FIND MORE INFORMATION

i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii
AUTOZONE, INC.

1
FORWARD-LOOKING STATEMENTS

1
RATIO OF EARNINGS TO FIXED CHARGES

1
USE OF PROCEEDS

2
DESCRIPTION OF DEBT SECURITIES

2
GLOBAL SECURITIES

13
PLAN OF DISTRIBUTION

16
LEGAL MATTERS

17
EXPERTS

17
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (4 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
i
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (5 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
Table of Contents
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 specialty retailer of automotive parts and accessories, with most of our sales to do-it-
yourself, or DIY, customers. We began operations in 1979 and at May 6, 2006, operated 3,791 stores including
92 in Mexico and excluding 8 stores that remain closed as a result of hurricanes. Each of our stores carries an
extensive product line for cars, sport utility vehicles, vans and light trucks, including new and re-manufactured
automotive hard parts, maintenance items, accessories and non-automotive products. Many of our stores 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 and service stations. We also sell the ALLDATA
brand automotive diagnostic and repair software. On the web, we sell diagnostic and repair information,
automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.
com. We do not derive revenue from automotive repair or installation. Our web site is not a part of this
prospectus supplement
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.
The issuer
AutoZone, Inc.

Securities offered
$200,000,000 aggregate principal amount of 6.95% Senior Notes due 2016,
which we refer to as the "notes."

Interest rate
6.95%

Original issue date
June 13, 2006.

Maturity date
June 15, 2016.

Interest payment dates
June 15 and December 15 of each year, commencing on December 15, 2006.

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 Notes -- Optional Redemption."

Ranking
The notes:

http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (6 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
· will be unsecured obligations;

· will rank equally and ratably with all our existing and future unsecured and
unsubordinated debt and other liabilities;

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

· will be junior to any secured debt to the extent of the assets securing such
debt and other liabilities; and
S-3
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (7 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
Table of Contents
· will be effectively junior 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.

Denominations
The notes will be issued in denominations of $1,000 and integral multiples
thereof.

Form of notes
Book-entry form, represented by one or more global notes deposited with The
Depository Trust Company, or DTC.

Trustee
J.P. Morgan Trust Company, National Association.

Use of proceeds
We estimate that we will receive net proceeds from this offering of
approximately $197.7 million, which we intend to use for general corporate
purposes, including repaying, redeeming or repurchasing existing debt,
including commercial paper, 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 and otherwise identical to the notes in all
respects. These additional notes, if any, will form a single series with the notes
and will have the same terms as to status, redemption or otherwise as the notes.
RISK FACTORS
Investment in the notes involves risks. You should carefully consider the information under "Risk Factors" and
all other information in the prospectus supplement and accompanying prospectus.
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.autozone.com.
Information contained on our website does not constitute a part of this prospectus supplement and is not
incorporated by reference herein.
S-4
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (8 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.
Table of Contents
RISK FACTORS
An investment in our debt securities 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 before you decide whether to invest in our debt securities. If any of the following risks 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 such debt securities or repay the principal when due, and you may lose part or all
of your investment.
Risks Related to the Company
We may not be able to increase sales by the same historic growth rates.
We have increased our store count in the past five fiscal years, growing from 2,928 stores at August 26, 2000, to
3,791 stores at May 6, 2006, an average store count increase per year of 5%. Additionally, we have increased annual
revenues in the past five fiscal years from $4.5 billion in fiscal 2000 to $5.7 billion in fiscal 2005, an average
increase per year of 5%. Annual revenue growth is driven by the opening of new stores and growth in same-store
sales. Domestic same-store sales were approximately negative 2% in fiscal 2005. While growth in domestic same-
store sales was approximately 1.1% through the first three quarters of fiscal 2006, we cannot assure you that we will
experience an increase in same-store sales for the full 2006 fiscal year. Moreover, we cannot provide any assurance
that we can continue to open stores or increase same-store sales.
Our business depends upon qualified employees.
At the end of fiscal 2005, our consolidated employee count was approximately 52,000. We cannot assure you that we
can continue to hire and retain qualified employees at current wage rates. If we do not maintain competitive wages,
our customer service could suffer by reason of a declining quality of our workforce. Alternatively, our earnings could
decrease if we increase our wage rates.
If demand for our products slows, then our business may be materially affected.
Demand for products sold by our stores depends on many factors. In the short term, it may depend upon:

·
the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for
maintenance and repair. Mileage levels may be affected by gas prices and other factors.

·
the number of vehicles in current service that are seven years old and older, as these vehicles are no longer
under the original vehicle manufacturers' warranty and will need more maintenance and repair than
younger vehicles.

·
the weather, as vehicle maintenance may be deferred in periods of inclement weather.

·
the economy. In periods of rapidly declining economic conditions, both retail DIY and commercial do-it-
for-me, or DIFM, customers may defer vehicle maintenance or repairs. During periods of expansionary
economic conditions, more of our DIY customers may pay others to repair and maintain their cars instead
of working on their own vehicles or they may purchase new vehicles.
For the long term, demand for our products may depend upon:
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (9 of 69)6/13/2006 11:50:53 AM

Autozone, Inc.

·
the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the
warranties or maintenance offered on new vehicles.

·
restrictions on access to diagnostic tools and repair information imposed by the original vehicle
manufacturers or by governmental regulation.
S-5
http://www.sec.gov/Archives/edgar/data/866787/000095014406005790/g01979b5e424b5.htm (10 of 69)6/13/2006 11:50:53 AM

Document Outline

sec.gov
- #1">Autozone, Inc.