Obligation AutoZone 7.125% ( US053332AJ15 ) en USD

AutoZone

100 % ▲

Etas-Unis

US053332AJ15 ( en USD )

7.125% par an ( paiement semestriel )

01/08/2018 - Obligation échue

Prospectus brochure de l'obligation AutoZone US053332AJ15 en USD 7.125%, échue

2 000 USD

250 000 000 USD

053332AJ1

NR

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AJ15, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/08/2018

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AJ15, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AutoZone ( Etas-Unis ) , en USD, avec le code ISIN US053332AJ15, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

AutoZone, Inc.
424B2 1 g14398b2e424b2.htm AUTOZONE, INC.
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AutoZone, Inc.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-152592
CALCULATION OF REGISTRATION FEE

Maximum aggregate
Amount of

Title of each class of securities to be registered

offering price

registration fee(1)
6.500% Senior Notes Due 2014

$
500,000,000

--
7.125% Senior Notes Due 2018

$
250,000,000

--

Total

$
750,000,000
$
29,475

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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AutoZone, Inc.
Table of Contents
Prospectus Supplement
July 29, 2008
(To Prospectus Dated July 29, 2008)

$750,000,000

AutoZone, Inc.

$500,000,000 6.500% Senior Notes Due 2014
$250,000,000 7.125% Senior Notes Due 2018

We are offering $500 million aggregate principal amount of 6.500% Senior Notes due 2014, or the "2014
notes," and $250 million aggregate principal amount of 7.125% Senior Notes due 2018, or the "2018 notes,"
and collectively with the 2014 notes, the "notes." We will pay interest on the 2014 notes on January 15 and
July 15 each year, beginning January 15, 2009. We will pay interest on the 2018 notes on February 1 and
August 1 each year, beginning February 1, 2009. The 2014 notes will mature on January 15, 2014 and the
2018 notes will mature on August 1, 2018. 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
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.
See "Risk Factors" beginning on page S-4 for a discussion of certain risks that you should consider in
connection with an investment in the notes.

Per 2014

Per 2018

Note
Total
Note
Total

Public offering price(1)
99.991 % $ 499,955,000 99.550 % $ 248,875,000
Underwriting discount
0.600 % $ 3,000,000 0.650 % $ 1,625,000
Proceeds (before expenses) to AutoZone, Inc. 99.391 % $ 496,955,000 98.900 % $ 247,250,000

(1) Plus accrued interest, if any, from August 4, 2008, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
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AutoZone, Inc.
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
August 4, 2008.

Joint Book-Running Managers
Banc of America Securities LLC Citi SunTrust Robinson Humphrey
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AutoZone, Inc.

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-8
Ratio of Earnings to Fixed Charges
S-8
Description of Notes
S-9
S-
Certain United States Federal Income Tax Considerations
26
S-
Underwriting
31
S-
Legal Matters
33

Prospectus

Page

About This Prospectus
(i )
Where You Can Find More Information
(i )
Incorporation of Certain Documents By Reference
(i )
AutoZone, Inc.
1
Forward-Looking Statements
1
Use of Proceeds
1
Description of Debt Securities
2
Plan of Distribution
6
Legal Matters
7
Experts
7
S-i
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AutoZone, Inc.
Table of Contents

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.
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, in the accompanying prospectus and in any free writing prospectus 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 provided 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 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, competition, product demand, the economy, credit markets, the ability
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AutoZone, Inc.
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.
S-ii
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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 and a leading distributor of automotive replacement parts
and accessories, with most of our sales to do-it-yourself ("DIY") customers. We began operations in
1979 and as of May 3, 2008, we operated 4,032 stores in 48 states, the District of Columbia and Puerto
Rico in the United States, and 130 stores 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. In many of our 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 and service stations. We also sell the
ALLDATA brand automotive diagnostic and repair software. On the internet at www.autozone.com,
we sell diagnostic and repair information, auto and light truck parts, and accessories. We do not derive
revenue from automotive repair or installation services. Our website does not constitute a part of this
prospectus supplement and is not incorporated by reference herein.
Risk Factors
Investment in the notes involves risks. You should carefully consider the information under "Risk
Factors" beginning on page S-4 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.autozoneinc.com. Information contained on our website does not constitute a part of this
document and is not incorporated by reference herein.
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AutoZone, Inc.
S-1
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AutoZone, Inc.
Table of Contents
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 6.500% Senior
Notes due 2014, which we refer to as the "2014 notes."

$250 million aggregate principal amount of 7.125% Senior
Notes due 2018, which we refer to as the "2018 notes."

Maturity Date
January 15, 2014 for the 2014 notes

August 1, 2018 for the 2018 notes

Interest Rate
6.500% for the 2014 notes

7.125% for the 2018 notes

Interest Payment Dates
January 15 and July 15, beginning January 15, 2009 for the 2014
notes

February 1 and August 1, beginning February 1, 2009 for the
2018 notes

Interest Rate Adjustment
The interest rate payable on the notes will be subject to
adjustment from time to time if the rating assigned to the notes is
downgraded (or subsequently upgraded), as set forth under
"Description of Notes -- Interest Rate Adjustment."

Optional Redemption
We may redeem the notes, at any time in whole or from time to
time in part, 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:

· 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;

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Document Outline

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- #1">AutoZone, Inc.