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AUTOZONE Fourth Quarter EPS up 11%

MEMPHIS, Tenn., Sept. 21 -- AutoZone, Inc. today reported sales of $1.836 billion for its fourth fiscal quarter (16 weeks) ended August 28, 2004, an increase of 0.3% from fiscal 2003. Same store sales, or sales for domestic stores open at least one year, decreased 3% for the quarter. Gross profit, as a percentage of sales, for the quarter improved by 1.6 percentage points while operating expenses, as a percentage of sales, increased by 1.5 percentage points. This resulted in an operating margin of 19.8%, up 0.1 percentage points from last year. Operating profit increased 1.0% over the prior year.

Net income for the quarter increased by 0.9% over the same period last year to $209 million, and diluted earnings per share, reflecting net income and the benefit of the company share repurchase program, increased 11.2% to $2.53 per share from $2.27 per share reported in the year-ago quarter.

Return on invested capital for the trailing four quarters increased to 25.1% from 23.4% the previous year.

For the fiscal year ended August 28, 2004, sales were $5.637 billion, an increase of 3.3% from the prior year, while same store sales were flat. Operating profit increased 8.8% on an operating margin of 17.7%. Year-to-date net income increased 9.4% to $566 million, while diluted earnings per share for the period increased 22.8% to $6.56 from $5.34.

Under its ongoing share repurchase program, AutoZone repurchased 3.9 million shares of its common stock for $318 million during the fourth quarter. During the fiscal year ended August 28, 2004 share repurchases totaled $848 million, or 10.2 million shares at an average price of $83.20 per share.

For the quarter, gross profit, as a percentage of sales, was 49.2% while operating expenses, as a percentage of sales, were 29.4%. AutoZone has adopted the accounting required by the Emerging Issues Task Force Issue 02-16, "Accounting by a Customer (including a Reseller) for Cash Consideration Received from a Vendor" (EITF Issue 02-16), effective January 1, 2003. As a result, both this year's and last year's fourth quarters were affected by this change in classification. For the sixteen weeks ended August 28, 2004 and August 30, 2003, this resulted in a change in classification of vendor funding from operating expenses to cost of goods sold of $52.7 million and $37.0 million, respectively. Additionally, during this year's fourth quarter the Company experienced a gain from warranty negotiations of $15.5 million or $0.12 per share while last year's fourth quarter reflected a gain from warranty negotiations of $8.7 million or $0.06 per share as well as $4.6 million or $0.03 per share gain from the reversal of a restructuring reserve the Company established back in fiscal 2001 primarily for the closure of AutoZone stores. Excluding the impact of these events, gross margin for the quarter would have been 45.5% (versus 45.5% last year) and operating selling, general and administrative expenses as a percent of sales would have been 26.5% (versus 26.1% last year). The opening of 84 new AutoZone stores and the Company's initiative to refresh 71 additional stores during the quarter contributed to the increase in operating selling, general and administrative expenses as a percent of sales.

The Company reduced its gross inventory levels (the reported balance sheet inventory, which is total inventory less supplier owned Pay On Scan inventory) per store as of August 28, 2004, to $448 thousand from $462 thousand last year. Net inventory, defined as gross inventory less accounts payable, declined on a per store level to $38 thousand from $46 thousand last year. As of August 28, 2004, the Company achieved $147 million in Pay On Scan inventory.

During the quarter ended August 28, 2004, AutoZone opened 77 new stores, closed 1 store, re-opened 7 stores under the AutoZone brand formerly operated as ABC Auto Parts, a regional auto parts chain, and replaced 2 stores in the U.S. while additionally opening 3 new stores in Mexico. As of August 28, 2004, the Company had 3,420 domestic stores and 63 stores in Mexico. AutoZone is the nation's leading retailer of automotive parts and accessories. Each store 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. Many domestic 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. AutoZone also sells the ALLDATA brand diagnostic and repair software. On the web, AutoZone sells diagnostic and repair information and auto and light truck parts through http://www.autozone.com/ . AutoZone does not derive revenue from automotive repair or installation.

  AutoZone's 4th Quarter Highlights - Fiscal 2004

  Condensed Consolidated Statements of Operations
  4th Quarter
  (in thousands, except per share data)

                                        GAAP Results         Adjustments
                                    16 Weeks    16 Weeks  16 Weeks 16 Weeks
                                     Ended       Ended      Ended    Ended
                                   August 28,  August 30,  August   August
                                      2004        2003    28, 2004 30, 2003

  Net sales                        $1,835,728  $1,829,347     $-       $-
  Cost of Sales                       932,737     958,550   68,135   38,295
  Gross profit                        902,991     870,797  (68,135) (38,295)
  Operating SG&A expenses             539,236     510,707  (52,666) (32,400)
  Operating profit  (EBIT)            363,755     360,090  (15,469)  (5,895)
  Interest expense, net                28,713      26,699      -        -
  Income before taxes                 335,042     333,391  (15,469)  (5,895)
  Taxes                               125,650     125,950   (5,801)  (2,227)
  Net income                         $209,392    $207,441  $(9,668) $(3,668)
  Net income per share:
     Basic                              $2.56       $2.32   $(0.12)  $(0.04)
     Diluted                            $2.53       $2.27   $(0.12)  $(0.04)
  Weighted Average Shares
   outstanding:
     Basic                             81,755      89,504
     Diluted                           82,887      91,320

  *Adjusted Statement of Operations for F2003 and F2004 excludes EITF Issue
  02-16 impact.

  Additionally, gains from warranty reserve reversal were excluded in both
  Fiscal 2004 and Fiscal 2003.  F2004 excludes a $15.5MM gain while F2003
  excludes a $8.7MM gain.

  F2003 also excludes the income deferral of $7.4MM to the Balance Sheet due
  to EITF Issue 02-16, and a $4.6 million Operating SG&A credit due to
  Restructuring Accrual reversal.

  AutoZone's 4th Quarter Highlights - Fiscal 2004

  Condensed Consolidated Statements of Operations
  4th Quarter
  (in thousands, except per share data)
                                                      *Adjusted
                                            16 Weeks Ended    16 Weeks Ended
                                           August 28, 2004   August 30, 2003

  Net sales                                    $1,835,728        $1,829,347
  Cost of Sales                                 1,000,872           996,845
  Gross profit                                    834,856           832,502
  Operating SG&A expenses                         486,570           478,307
  Operating profit  (EBIT)                        348,286           354,195
  Interest expense, net                            28,713            26,699
  Income before taxes                             319,573           327,496
  Taxes                                           119,849           123,723
  Net income                                     $199,724          $203,773
  Net income per share:
      Basic                                         $2.44             $2.28
      Diluted                                       $2.41             $2.23
  Weighted Average Shares outstanding:
      Basic                                        81,755            89,504
      Diluted                                      82,887            91,320

  *Adjusted Statement of Operations for F2003 and F2004 excludes EITF Issue
  02-16 impact.

  Additionally, gains from warranty reserve reversal were excluded in both
  Fiscal 2004 and Fiscal 2003.  F2004 excludes a $15.5MM gain while F2003
  excludes a $8.7MM gain.

  F2003 also excludes the income deferral of $7.4MM to the Balance Sheet due
  to EITF Issue 02-16, and a $4.6 million Operating SG&A credit due to
  Restructuring Accrual reversal.

  Full Year

                                       GAAP Results          Adjustments
                                   52 Weeks   52 Weeks   52 Weeks  52 Weeks
                                    Ended       Ended     Ended     Ended
                                  August 28,  August 30,  August    August
                                     2004        2003    28, 2004  30, 2003

  Net sales                       $5,637,025  $5,457,123      $-       $-
  Cost of Sales                    2,880,446   2,942,114   180,340   51,295
  Gross profit                     2,756,579   2,515,009  (180,340) (51,295)
  Operating SG&A expenses          1,757,873   1,597,212  (138,246) (43,300)
  Operating profit  (EBIT)           998,706     917,797   (42,094)  (7,995)
  Interest expense, net               92,804      84,790       -        -
  Income before taxes                905,902     833,007   (42,094)  (7,995)
  Taxes                              339,700     315,403   (15,785)  (3,027)
  Net income                        $566,202    $517,604  $(26,309) $(4,968)
  Net income per share:
     Basic                             $6.66       $5.45    $(0.31)  $(0.05)
     Diluted                           $6.56       $5.34    $(0.30)  $(0.05)
  Weighted Average Shares
   outstanding:
     Basic                            84,993      94,906
     Diluted                          86,350      96,963

  *Adjusted Statement of Operations for F2003 and F2004 excludes EITF Issue
  02-16 impact.

  Additionally, Fiscal 2004 excludes a $42MM gain from warranty, and F2003
  excludes an $8.7MM gain from warranty.

  F2003 excludes both a one time gain from the sale of TruckPro and reversal
  of restructuring accrual.

  Full Year
                                                      *Adjusted
                                            52 Weeks Ended    52 Weeks Ended
                                           August 28, 2004   August 30, 2003

  Net sales                                    $5,637,025        $5,457,123
  Cost of Sales                                 3,060,786         2,993,409
  Gross profit                                  2,576,239         2,463,714
  Operating SG&A expenses                       1,619,627         1,553,912
  Operating profit  (EBIT)                        956,612           909,802
  Interest expense, net                            92,804            84,790
  Income before taxes                             863,808           825,012
  Taxes                                           323,915           312,376
  Net income                                     $539,893          $512,636
  Net income per share:
      Basic                                         $6.35             $5.40
      Diluted                                       $6.25             $5.29
  Weighted Average Shares outstanding:
      Basic                                        84,993            94,906
      Diluted                                      86,350            96,963

  *Adjusted Statement of Operations for F2003 and F2004 excludes EITF Issue
  02-16 impact.

  Additionally, Fiscal 2004 excludes a $42MM gain from warranty, and F2003
  excludes an $8.7MM gain from warranty.

  F2003 excludes both a one time gain from the sale of TruckPro and reversal
  of restructuring accrual.

  Selected Balance Sheet Information
  (in thousands)
                                           August 28, 2004   August 30, 2003

  Merchandise inventories                      $1,561,479        $1,511,316
  Current assets                                1,755,757         1,671,354
  Property and equipment, net                   1,790,089         1,715,753
  Total assets                                  3,912,565         3,766,826
  Accounts payable                              1,429,128         1,360,482
  Current liabilities                           1,818,115         1,761,926
  Debt                                          1,869,250         1,546,845
  Stockholders' equity                            171,393           373,758
  Working capital                                 (62,358)          (90,572)

  Adjusted Debt / EBITDAR (Trailing 4
   Qtrs)                                   August 28, 2004   August 30, 2003

  Net income                                      566,202           517,604
  Add:  Interest                                   92,804            84,790
        Taxes                                     339,700           315,403
  EBIT                                            998,706           917,797

  Add:   Depreciation                             106,891           109,748
         Rent Expense                             116,937           110,665
  EBITDAR                                       1,222,534         1,138,210

  Debt                                          1,869,250         1,546,845
  Add : Rent x 6                                  701,622           663,990
  Adjusted Debt                                 2,570,872         2,210,835

  Adjusted Debt to EBITDAR                            2.1               1.9

  Selected Cash Flow Information
  (in thousands)
                                     16 Weeks  16 Weeks   52 Weeks  52 Weeks
                                      Ended     Ended      Ended     Ended
                                    August 28, August 30,  August    August
                                       2004      2003     28, 2004  30, 2003

  Depreciation                        $34,050   $34,222  $106,891  $109,748
  Capital spending                    $72,692   $83,442  $184,870  $182,242

  Cash flow before share repurchase:
  Net increase (decrease) in cash
   and cash equivalents              $(10,951)   $9,372  $(16,250)  $22,796
  Subtract increase in debt            70,333   126,878   322,405   352,328
  Subtract share repurchases         (317,799) (446,537) (848,102) (891,095)
  Cash flow before share repurchases
   and changes in debt               $236,515  $329,031  $509,447  $561,563

  Other Selected Financial Information
  (in thousands)
                                           August 28, 2004   August 30, 2003

  Cumulative share repurchases ($):            $3,674,913        $2,826,811

  Cumulative share repurchases (shares):           82,214            72,020
  Shares outstanding, end of quarter               79,628            88,708

                                           August 28, 2004   August 30, 2003

  Return on Equity (ROE)                           207.7%             97.4%

                                              Trailing 4        Trailing 4
                                           Quarters August   Quarters August
                                               28, 2004          30, 2003

  Return on Invested Capital (ROIC)                 25.1%             23.4%

  AutoZone's 4th Quarter Fiscal 2004
  Selected Operating Highlights

  Store Count & Square Footage
                                       16 Weeks 16 Weeks 52 Weeks 52 Weeks
                                         Ended    Ended    Ended    Ended
                                        August   August   August   August
                                       28, 2004 30, 2003 28, 2004 30, 2003
  Domestic stores:
        Store count:
        Stores opened                        84       68      202      160
        Stores closed                         1        1        1        9
        Replacement stores                    2        2        4        6
        Total domestic stores             3,420    3,219    3,420    3,219

        Stores with commercial sales      2,009    1,941    2,009    1,941

        Square footage (in thousands):   21,689   20,500   21,689   20,500
        Square footage per store          6,342    6,368    6,342    6,368
  Stores in Mexico:
        Stores opened                         3        6       14       10
        Total stores in Mexico               63       49       63       49

  Total Stores Chainwide:                 3,483    3,268    3,483    3,268

  Sales Statistics (Domestic Stores Only):

                          16 Weeks                 52 Weeks
                           Ended   16 Weeks Ended   Ended   52 Weeks Ended
                         August 28,  August 30,   August 28,  August 30,
                            2004        2003         2004        2003
  Total Retail Sales
   ($ in thousands)      $1,540,854  $1,552,065   $4,727,402  $4,638,361
     % Increase vs. LY
      Retail Sales              (1%)         3% *         2%          2% *
  Total Commercial Sales
   ($ in thousands)        $239,715    $228,843     $740,480    $670,010
     % Increase vs. LY
      Commercial Sales           5%         25% *        11%         29% *

  Sales per average
   store ($ in
   thousands)                  $527        $559       $1,647      $1,689
  Sales per average
   square foot                   83          88          259         264

                              16 Weeks   16 Weeks      52 Weeks   52 Weeks
                               Ended       Ended        Ended       Ended
                             August 28,  August 30,   August 28,  August 30,
                                2004        2003         2004        2003
  Same store sales -
   rolling 13 periods           (3%)         3% *         0%          3% *

  * For comparison purposes, excludes 53rd week in fiscal 2002.

  Inventory Statistics (Total Stores):
                                               as of              as of
                                          August 28, 2004    August 30, 2003

  Accounts payable/inventory                       92%                90%

  ($ in thousands)
  Gross Inventory**                         $1,561,479         $1,511,316
  Gross Inventory** / Store                       $448               $462

  Net Inventory (net of payables)             $132,351           $150,834
  Net Inventory  / Store                           $38                $46

  ** Gross inventory excludes Pay On
   Scan inventory. This is the
   reported balance sheet number.

                                             Trailing 4       Trailing 4
                                              Quarters          Quarters
  Inventory turns:                        August 28, 2004    August 30, 2003
        Based on average inventories            1.9 x              2.0 x
        Based on ending inventories             1.8 x              1.9 x
  Inventory turns, net of payables:
        Based on average inventories            9.7 x              7.7 x
        Based on ending inventories            21.8 x             19.5 x