Autozone Inc · ARS · For 8/25/01

Filed On 11/16/01   ·   SEC File 1-10714   ·   Accession Number 866787-1-500045

Annual Report to Security Holders
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 1: ARS         Annual Report in Ascii Format                         47    156K 
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[COVER]                                                                         

GET IN THE ZONE (sm)            

                                                               AUTOZONE(R) LOGO]

[photos of AutoZone employees]                                                  

2001                                                                            
ANNUAL REPORT                                                                   

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<<   AMERICA'S NUMBER ONE                                                       
VEHICLE SOLUTIONS PROVIDER                                            

AutoZone sells auto and light truck replacement parts and accessories,          
automotive chemicals and motor oil to do-it-yourself customers and professional 
mechanics.                                                                      

[AUTOZONE SIGN GRAPHIC]                                                         

Founded in 1979, the Company now operates 3,019 AutoZone stores in 42 U.S.      
states and 21 stores in Mexico. Each of our nearly 45,000 AutoZoners is         
committed to the highest level of customer service - every store has AutoZoners 
equipped with the tools and knowledge necessary to provide the highest level of 
technical advice and diagnostic support to our customers. AutoZone's website,   
www.autozone.com, can be used to order parts online or to look up parts in your 
local AutoZone store. The website is also a great resource for helpful          
maintenance and repair information. Through ALLDATA, the Company provides the   
most comprehensive electronic diagnostic and repair information available to    
professional mechanics either online, on CD or DVD.                             

[AUTOZONE TRUCK GRAPHIC]                                                        

The Company has been publicly held since 1991. AutoZone stock trades on the New 
York Stock Exchange under the ticker symbol "AZO" and is included in the        
Standard & Poor's 500 Index. AutoZone is also recognized on the list of Fortune 
500 companies.                                                                  

[NORTH AMERICAN AUTOZONE LOCATIONS MAP] 

<<   2001                                                                       
HIGHLIGHTS                                                            

NET SALES were a record $4.8 billion in fiscal 2001. Sales have increased at a  
19% compound growth rate over the past 10 years.                                
------------------                                                              

EARNINGS PER SHARE advanced 19% to $2.38 in fiscal 2001 and have grown at a 22% 
compound rate over the past ten years, prior to nonrecurring charges.           

------------------                                                              

SALES AND EARNINGS ACCELERATED in the fourth quarter, primarily as a result of  
new marketing and merchandising programs. Same store sales rose 8% and earnings 
per share jumped 27%, prior to nonrecurring charges, compared with the fourth   
quarter of fiscal 2000.                                                         

------------------                                                              

AUTOZONE'S STRONG CASH FLOW was used to reduce long-term debt and repurchase    
company stock in fiscal 2001. Since the stock repurchase program began, AutoZone
has repurchased about 30% of its outstanding stock at an average price of $27   
per share.                                                                      

------------------                                                              

AUTOZONE opened 104 net new stores in the U.S. and 8 in Mexico in fiscal 2001.  
At fiscal year end, AutoZone was the largest retailer of auto parts in North    
America with 3,019 stores in the U.S. and 21 in Mexico.                         

[bar graphs showing:]                                                           

SALES                                                                           
($ in millions)                                                                 

97        98        99        00        01                                      
$2,691    $3,243    $4,116    $4,483    $4,818                                  

OPERATING PROFIT                                                                
($ in millions)                                                                 
- Before nonrecurring charges                                                   

97        98        99        00        01                                      
$321      $382      $433      $512      $545                                    

NET INCOME                                                                      
($ in millions)                                                                 
- Before nonrecurring charges                                                   

97        98        99        00        01                                      
$195      $228      $245      $268      $271                                    

EARNINGS PER SHARE                                                              
- Before nonrecurring charges                                                   

97        98        99        00        01                                      
$1.28     $1.48     $1.63     $2.00     $2.38                                   

CASH FLOW FROM                                                                  
OPERATIONS                                                                      
($ in millions)                                                                 

97        98        99        00        01                                      
$178      $383      $312      $513      $459                                    

AFTER-TAX RETURN                                                                
ON CAPITAL                                                                      
(%)                                                                             

97        98        99        00        01*                                     
16.6%     14.5%     12.8%     13.3%     14.3%                                   

AFTER-TAX RETURN ON                                                             
AVERAGE EQUITY                                                                  
(%)                                                                             

97        98        99        00        01*                                     
20.1%     19.2%     18.6%     23.1%     27.8%                                   

*   Before nonrecurring charges                                                 
                                                          Annual Report | AZO  1

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<<   TO OUR CUSTOMERS,                                                          
AUTOZONERS & SHAREHOLDERS:                                            

[PHOTO OF AUTOZONE STORE] 

It is with great pleasure that I write this letter and share with you our       
excitement about the many opportunities we have at AutoZone. AutoZone is        
America's number one vehicle solutions provider. We are a Fortune 500, S&P 500, 
and NYSE company with nearly $5 billion in revenue and 45,000 AutoZoners. We    
have a tremendous culture of commitment to our customers, and I am pleased to   
have the opportunity to carry on this outstanding tradition.                    

When I joined the Company last January, we established a mission to increase    
shareholder value. With the help of every AutoZoner, we have made significant   
strides in accomplishing this mission. Last winter, we conducted extensive      
business analysis, developed a long term Strategic Plan, and then completed the 
fiscal year 2002 Operating Plan. This planning process established a new        
discipline with respect to the management of our business, and has allowed us to
develop many of the tactics that are already contributing to strong comparable  
sales growth.                                                                   

The leadership for these plans has come from the CEO team (pictured on page 43),
comprised of the roughly 40 officers of the Company. We could not have          
accomplished so much in such a short period of time without the energy and      
support of this entire group. As part of our new plan, the CEO team recognized  
the many opportunities ahead and articulated them in a new vision for the       
Company: "Relentlessly creating the most exciting Zone for vehicle solutions!"  
Our vision is designed to challenge the status quo, provide a source of         
inspiration, and set a path of profitable growth for AutoZone well into the     
future.                                                                         

The market has begun to recognize the impact that our new direction - coupled   
with the energy and enthusiasm of our AutoZoners - has had on the value of our  
stock. Our focus has been on creating value, so we appreciate the market's      
recognition of our progress as reflected in a stock price that has increased    
over the last year from $21 per share to nearly $60 per share at the time of    
this writing in early November.                                                 

This report is intended to convey why we believe AutoZone is a great company in 
a strong industry with significant opportunities, and how the AutoZone vision   
will lead to improved financial performance and further increases in shareholder
value.                                                                          

2  AZO | Annual Report                                                          

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[PHOTO OF STEVE ODLAND, with caption stating:]                                  
STEVE ODLAND                                                                    
Chairman, President, and                                                        
Chief Executive Officer                                                         

AutoZone Priorities                                                             

We have established three priorities for our business:                          

-    Expand the U.S. retail (DIY) business,                           

-    Develop the U.S. Commercial (DIFM) business, and                 

-    Profitably expand our business in Mexico.                        

U.S. DIY market: healthy and growing                                            

AutoZone's core business lies with the Do-It-Yourself (DIY) customer, which     
according to the Automotive Aftermarket Industry Association (AAIA) is over $37 
billion in size and has grown at a compound annual growth rate of 5.6% over the 
past five years. Equally important, according to AAIA, an estimated $60 billion 
of routine vehicle maintenance goes undone each year. We see this as a great    
opportunity to grow sales and, at the same time, to help ensure the safety of   
our customers and the longevity of their vehicles.                              

All vehicles need routine maintenance, but as cars and trucks get older and out 
of warranty, they also need general repair work. By the time a vehicle is seven 
years old, it is typically into this repair cycle. We call these vehicles "our  
kind of vehicles," or OKVs; and, because of the big increase in new car sales   
which started about seven years ago, we are beginning to see increases in the   
growth rate of OKVs. Just as exciting is the fact that the annual age of        
America's huge SUV population is 5.4 years - not even into the OKV repair cycle 
yet! Historically, our same store sales growth roughly has followed the trend of
OKV growth.                                                                     

Fiscal 2001 was a year of change. We used the results of both internal and      
external research to develop a strategy for improving sales and gross margin in 
our core business.                                                              

This spring we launched our new advertising campaign, "Get in the Zone,"        
capitalizing on the strength of the AutoZone brand name. These upbeat ads focus 
on the value of routine maintenance, the importance of maintaining a car's value
by keeping it clean and waxed, and saving money on gas by changing filters and  
doing tune-ups. We not only changed our message, we changed the way the message 
is delivered. Our ads are not only on television, but also are now heard on the 
radio while driving to and from work, the perfect time to think about the car's 
needs and to stop by AutoZone. In addition, recognizing the importance of the   
growing Spanish-speaking population, we significantly increased our advertising 
on Spanish language radio and television. We are very pleased with the success  
of this campaign and continue to add new messages reminding customers of the    
importance of routine vehicle maintenance.                                      

We have put an even greater emphasis on merchandising.                          

First, we began to look more at the driver as our customer, rather than just the
car, and we quickly identified some items that were missing from our stores -   
for instance, sunglasses and driving accessories. We added a few items for kids,
the future vehicle owners of America, like Hot Wheels and Matchbox cars.        
Hands-free mobile phone accessories were added especially now that laws require 
them in many places. And there are plenty of other new items, which were tested 
thoroughly and proven before we added them in all of our stores.                

                                                          Annual Report | AZO  3

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We also added more vehicle accessories to our stores, including more fashionable
seat covers and floor mats, accessories for pickups and sport utility vehicles, 
and this year's favorite, decorative neon lighting for virtually every part of  
the car. Accessories are a huge opportunity for AutoZone - we have only begun.  

All of this said, be assured that we have not forgotten what makes AutoZone     
stand apart from everyone else: our hard parts business. It's the foundation of 
our business and our focus is to have the right part at the right price when our
customer needs it. We made significant improvements in our hard parts coverage  
during the year and continue to add the parts that our customers want. In       
several parts categories we are re-instituting our "good, better, best" product 
line segmentation to better meet our customers' needs.                          

The Commercial DIFM business:                                                   

Significant Growth Opportunities                                                

The other part of the vehicle repair and maintenance business is the Commercial 
market, or Do-it For-Me (DIFM). This market is about the same size in parts, and
growing about the same rate as DIY. AutoZone began opportunistically selling to 
this market a couple of years ago. This business is now over $400 million of our
total revenue. Commercial sales are particularly attractive, as they leverage   
our current DIY assets and are mostly incremental sales volume for us.          

We continued to make progress throughout fiscal 2001, resulting in commercial   
same store sales increases of 11% for the year. We plan to work even harder on  
developing our commercial business in fiscal 2002. We will further develop our  
commercial customer relationships by providing more of the branded parts for    
which mechanics are asking. Our new hub and spoke store delivery system gives us
the advantages of national reach and timely delivery of parts to the commercial 
installer.                                                                      

ALLDATA remains the premier provider of automotive diagnostic and repair        
information to the professional mechanic. This business had record sales and    
profits in fiscal 2001. Going forward, ALLDATA gives us a valuable competitive  
advantage in the further development of the DIFM market.                        

Mexico: Untapped Potential                                                      

Our third strategic priority is the development of stores in Mexico. At the end 
of fiscal 2001, we had 21 stores in Mexico, mainly along the border, but with   
two in the interior around Monterrey. The opportunity in Mexico is apparent,    
with large numbers of older vehicles and a need for                             

[PHOTO OF VEHICLE PARTS]

--------------------------------------------------------------------------------
An AAIA study of the DIY consumer gives us increased confidence in the industry.
For instance, over the past seven years:                                        

<<The percentage of households performing DIY jobs has increased.               

<<The average number of vehicles per DIY household has increased.               

<<More women are working on their cars.                                         

<<More young people age 18-25 are heavy DIYers, meaning they can do jobs like   
replace a brake master cylinder or replace a fuel injection system.             

<<The reasons people DIY are to save money, save time, because it's easy, and to
be sure it's done right.                                                        

Source: AAIA, The Aftermarket Consumer, 2001                                    
--------------------------------------------------------------------------------

4  AZO | Annual Report                                                          

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--------------------------------------------------------------------------------
In June, we made a decision to sell TruckPro, our heavy-duty truck parts        
subsidiary. We made this decision primarily to allow us to focus on our core    
business. TruckPro had a good year, with a very strong finish. The entire       
TruckPro team should be commended for their success despite the distractions of 
the sale process.                                                               

    [PHOTO OF TRUCKPRO BASEBALL CAP]
--------------------------------------------------------------------------------

parts. To date, our stores in Mexico are very successful. We have very dedicated
AutoZoners who have quickly adopted the AutoZone culture. We are aggressively   
addressing supply chain issues, which continue to make development further into 
Mexico a challenge. As with all of our other ventures, we closely monitor our   
investment to assure the return our investors expect.                           

Financial Results                                                               

New marketing and merchandising initiatives, progress in commercial and Mexico, 
along with relentless cost management, resulted in strong financial results for 
fiscal 2001, particularly in the second half. For the year, before nonrecurring 
charges, we achieved 19% EPS growth and a 14.3% return on invested capital with 
same store sales growth of 4%. In the fourth quarter, we achieved 8% same store 
sales growth and EPS growth of 27% before nonrecurring charges. Our excellent   
results would not have been achieved without the enthusiasm and drive of our    
many AutoZoners and the support of our vendors.                                 

Nonrecurring charges totaled $95.8 million after tax and were recorded in the   
third and fourth quarters. These charges resulted from the development of our   
strategic plan, requiring a 15% after-tax return on invested capital for all new
investments. The nonrecurring charges related primarily to the planned sale of  
TruckPro, the closing of 51 under-performing stores and a small supply depot, a 
writedown of the market values on closed properties, ceasing development of real
estate and technology projects not meeting our recently imposed 15% investment  
hurdle rate, and the impact of merchandising strategy changes resulting in the  
writedown or disposal of selected inventory items.                              

For the year, AutoZone generated $391 million of cash flow after capital        
expenditures, which was used to repurchase $366 million of its common stock     
while at the same time reducing outstanding borrowings by $25 million. As of the
end of the fiscal year, AutoZone had reduced debt to $1.23 billion, while       
increasing EBITDA from $639 million to $676 million excluding nonrecurring      
charges. Since the inception of the share buyback program, the Company has      
repurchased nearly a third of its outstanding shares, at an average cost of $27.
We have reduced our debt relative to free cash flow, and we believe we have     
significantly increased value to shareholders by reducing the shares            
outstanding.                                                                    

In summary, we are excited about the progress we made in fiscal 2001. It has    
given us confidence in our ability to profitably grow AutoZone well into the    
future. AutoZone is the clear leader in this exciting business. We have a great 
plan for the future and the right people to execute it. We are clearly focused  
on operating this company to maximize long-term shareholder value. I am grateful
for the opportunity to be a part of AutoZone and look forward to this exciting  
future.                                                                         

/s/ Steve Odland                                                                
STEVE ODLAND                                                                    
Chairman, President, and Chief Executive Officer                                
Customer Satisfaction                                                           

Relentlessly creating the most exciting Zone for                                
vehicle solutions!                                                              

--------------------------------------------------------------------------------
This year, both John Adams, former Chairman and CEO, and Tim Vargo, former      
President and COO, decided to step down from their active officer duties. John  
wanted to spend more time with his family, travel, and attend to outside Board  
responsibilities. Tim needed to spend more time with immediate family members   
coping with long term illnesses. Both remain part of the AutoZone family and    
continue to help out behind the scenes. We'd like to thank both John and Tim for
their many years of dedication to AutoZone. Their leadership helped make today's
successes possible.                                                             
--------------------------------------------------------------------------------

                                                          Annual Report | AZO  5

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Building Shareholder Value in                                                   
THE PARTS ZONE                                                                  

[PHOTO OF ALTERNATOR]                                                           

KEEPING AMERICA'S CARS ON THE ROAD                                              
The typical AutoZone customer owns a car or truck that's over seven years old,  
out of warranty, and into the repair cycle. AutoZone sells parts and accessories
like batteries, alternators, starters, shock absorbers, thermostats, filters,   
belts, and hoses - the same parts that have kept customers' cars on the road for
years. Newer cars have some more sophisticated electronic parts, but many of    
these like oxygen sensors and EGR valves are fast and easy to replace, saving   
the DIYer even more money.                                                      

COMPUTER DIAGNOSTICS MADE SIMPLE >>  [PHOTO OF ELECTRONIC TESTING EQUIPMENT]    
The OBD II (second generation OnBoard Diagnostic) tester simplifies electronic  
diagnostics by reading the computer chips on newer vehicles. Our diagnostics    
specialists are equipped with this tester and will help the DIYer diagnose the  
problem, or the testers are available for sale in the AutoZone store. Simply    
plug it in, read the meter, and AutoZone will help with the rest.               

[PHOTO OF OXYGEN SENSOR]                                                        

[PHOTO OF WATER PUMP]                                                           

ASE CERTIFIED AUTOZONERS "STEER" YOU IN THE RIGHT DIRECTION >>                  
DIYers choose AutoZone over the competition because of our friendly and expert  
service. Most AutoZone stores have ASE certified parts specialists who can      
answer even the most complicated questions. AutoZoners know cars and are always 
ready to Go Out To The Customer's Automobile - GOTTChA.                         

6  AZO | Annual Report                                                          

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[PHOTO OF AUTOZONE EMPLOYEE HOLDING STEERING WHEEL]                             

MONEY SAVER                                                                     

LOAN-A-TOOL SERVICE >>                                                          
Tools are an essential part of car repair and some jobs require special tools,  
like this heavy-duty torque wrench or this harmonic balancer puller. That's why 
AutoZone has a Loan-a-Tool service, with about 75 tools, some costing more than 
$100, that allows DIYers to borrow the right tool to get the job done right.    

[PHOTO OF TORQUE WRENCH AND HARMONIC BALANCE PULLER]                            

CHECK PARTS AVAILABILITY ONLINE >>                                              
AutoZone.com helps DIYers troubleshoot and diagnose their vehicle's problems    
online by guiding them through a series of questions about the vehicle's        
symptoms. Once diagnosed the DIYer can check the availability of parts at their 
favorite AutoZone store, or order them online. The website also offers helpful  
repair and installation tips.                                                   

[GRAPHIC OF AUTOZONE WEB PAGE]                                                  

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Building Shareholder Value in                                                   
THE MAINTENANCE ZONE                                                            

<< NEW MERCHANDISING BUILDS SAME STORE SALES                                    
AutoZone changed its merchandising in 2001 to allow store managers more         
flexibility in arranging counter and front-of-store displays to better meet     
their customers' needs. Seasonal displays, such as wash and wax in the summer   
and antifreeze in the winter, can have a major impact on improving same store   
sales.                                                                          

[PHOTO OF COUNTER DISPLAYS] 

WATCHING-OUT FOR EVERYBODY                                                      
In these troubling times, safety and security are more important than ever.     
AutoZone stocks first aid kits, jumper cables, spare fuses, safety triangles,   
and Fix-a-Flat to make sure your family's vehicle is equipped for emergency     
situations.                                                                     

[PHOTO OF MOTHER AND CHILDREN]

[PHOTO OF DURALAST(R) BATTERY, HEADLAMP, AND WINDSHIELD WIPERS]                 

ROUTINE AUTO MAINTENANCE KEEPS CUSTOMERS COMING BACK >>                         
Routine maintenance means more than changing your oil and filter. It includes   
inspecting brakes, wiper blades, headlights, and turn signals to be sure they   
are working properly. It also includes replacing old fan belts and radiator     
hoses that could leave you stranded if they break. AutoZone encourages regular  
maintenance to prolong a vehicle's life and preserve the owner's investment.    

Clean filters help save on gas mileage. Regular maintenance increases vehicle   
life and can save in operating costs.                                           

[PHOTO OF FRAM FILTERS]         

8  AZO | Annual Report                                                          

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The AAIA estimates that $60 billion of automobile maintenance goes undone each  
year. At AutoZone, we believe regular maintenance is important since it insures 
the safety of our customers and increases the longevity of their vehicles.      
AutoZone's marketing and merchandising is focused on this growing market        
segment.                                                                        

[PHOTO OF AUTOZONE EMPLOYEES WITH PORTABLE BATTERY TESTER AND BATTERY]          

[PHOTO OF REPAIR MANUALS, HOSE AND BELT]                                        

<< CURB-SIDE SERVICE                                                            
AutoZoners provide curb-side assistance to customers with portable diagnostic   
equipment that can test a car's electrical system, including the alternator,    
voltage regulator, starter and battery. AutoZone's goal is to help the customer 
purchase the right part the first time.                                         

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Building Shareholder Value in                                                   
THE OPPORTUNITY ZONE                                                            

DIVERSITY OF NEEDS CREATES SPECIAL MERCHANDISING OPPORTUNITIES >>               
AutoZone is more than a parts store. We've added new product categories for     
DIYers. We've expanded our line of auto accessories to dress up cars and trucks;
products marketed to the driver, such as sunglasses and cell phone accessories; 
and we added merchandise that appeals to the youngest DIYers, like toy cars and 
kid-sized tool sets.                                                            

[PHOTO OF PICKUP TRUCK]                                                         

<< UNIQUE "ADD-ON" ACCESSORIES                                                  
Adding the personal touch to your vehicle makes it feel more like home. In 2001,
AutoZone added a lot more vehicle accessories, like new styles of seat covers   
and floor mats, neon trim for inside and out, truck and SUV accessories and     
wireless telephone accessories for safe driving while talking. It's an area     
where opportunities abound for future merchandising.                            

[PHOTO OF WIRELESS PHONE ACCESSORIES]                                           

THE PERFECT GIFT >>                                                             
AutoZone Gift Cards are easy to buy, easy to use, and are the perfect gift for  
almost everyone with a car, truck, or SUV. They're good at all 3,019 AutoZone   
stores from coast to coast and available online.                                

[AUTOZONE GIFT CARD GRAPHIC]                                                    

10  AZO | Annual Report                                                         

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AUTOZONE=CUSTOMIZATION

DRESS UP THE ENGINE TOO! >>                                                     
Under the hood options come in a variety of exciting colors. Some of the options
add power and excitement - and even can change the sound of your ride. With     
AutoZone's expanded inventory of custom accessories, enthusiasts can really     
dress up their car or truck.                                                    

[PHOTO OF CAR WITH HOOD RAISED]                                                 

[PHOTO OF YOUNG CUSTOMER WITH A FULL AUTOZONE SHOPPING BASKET]                  

<< AUTOZONERS COME IN ALL SIZES                                                 
AutoZone added Hot Wheels and Matchbox cars, kids' tool sets and NASCAR uniforms
to stores in 2001 to make the shopping experience more fun for little DIYers.   
The more fun the kids are having, the longer parents have to shop!              

[HOTWHEELS(R) GRAPHIC]                                                          

[PHOTO OF CHILDREN IN RACE CAR CLOTHING]                                        

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Building Shareholder Value in                                                   
THE COMMERCIAL ZONE                                                             

<< JUST IN TIME INVENTORY KEEPS COST LOW                                        
AutoZone's sophisticated inventory management system is designed                
to assure that our stores have the right parts in stock. Our goal is to meet the
professional mechanics' needs of `just in time' inventory that include a full   
line of AutoZone and "professional" branded parts.                              

ONE ON ONE RELATIONSHIPS BUILT ON TRUST & RELIABILITY >>                        
Professional mechanics depend on AutoZone for getting the right parts delivered 
when they are promised. AZ Commercial understands that if we do not deliver, or 
if we don't have the right part, our customer does not get the job done.        

[PHOTO OF AUTOZONE EMPLOYEE AND COMMERCIAL CUSTOMER]                            
[PHOTO OF AUTOZONE COMMERCIAL SPECIALIST WITH HOSE]                             

12  AZO | Annual Report                                                         

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TECHNOLOGY

ALLDATA >>                                                                      
ALLDATA is one of AutoZone's many products for the commercial installer. ALLDATA
is an essential tool for helping the professional mechanic get the job done. It 
includes engine-specific diagnostics, repair procedures, electrical diagrams,   
maintenance schedules and tables, technical service bulletins, recall           
information, and parts and labor for estimating repairs. ALLDATA online offers  
additional features to help the professional mechanic build customer loyalty.   

[PHOTO OF MAN IN AUTO REPAIR SHOP AT COMPUTER]                                  

HOW WILL AUTOZONE DEVELOP THE COMMERCIAL SEGMENT IN THE UPCOMING YEARS?         
AutoZone's 3,019 locations offer the commercial customer a significant          
advantage. Our goal is to deliver more vehicle solutions to more shops faster   
than anyone else. The commercial market is about the same size and growing at   
the same rate as DIY parts and accessories. After only a few years in the       
business, AutoZone is already #3 in overall commercial sales. But, with less    
than 2% of the market, we have plenty of opportunity.                           

[PHOTO OF 2 MEN AT BANK OF COMPUTERS]                                           

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Building Shareholder Value In                                                   
THE MEXICO ZONE                                                                 

HARD PARTS >>                                                                   
Competition for auto parts in Mexico is fragmented between traditional parts    
stores and thousands of small repair shops that rebuild broken automotive hard  
parts. Since many of the older cars in Mexico are the same as in the U.S.,      
AutoZone can leverage its broad inventory and offer better value through new and
quality remanufactured parts to its Mexican customers.                          

BUILDING SHAREHOLDER VALUE IN THE MEXICO                                        

OPPORTUNITIES ACROSS THE BORDER 

INFRASTRUCTURE IN MEXICO OFFERS CHALLENGES TO AUTOMOBILE OWNERS                 

Mexico has a higher percentage of older cars than the U.S., making it an ideal  
market for AutoZone. Sales of replacement parts are also fueled by roads in many
areas that contribute to the wear and tear on vehicles, increasing the need for 
repair parts.                                                                   

[PHOTOS OF SHOCK ABSORBER, STARTER, OLD CAR ON BAD ROAD, JUMPER CABLES,         
AND MAN IN AUTOZONE de MEXICO UNIFORM]                                          

14  AZO | Annual Report                                                         

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INTERNATIONAL PACKAGING AIDS IN SALES AND PRODUCTS >>                           
                 AutoZone is changing the way auto parts and products are sold
               in Mexico. It began with the first AutoZone de Mexico store
            that was opened in December 1998 in Nuevo Laredo and has
             expanded to 21 stores at 2001 fiscal year end. AutoZone's
                 culture of customer service, a broad inventory selection, and
         pent-up demand have contributed to success in Mexico.

[PHOTO OF AUTO PRODUCTS WITH SPANISH LABELS]                                    
[PHOTOS OF INTERIOR OF AUTOZONE de MEXICO STORE]                                
[PHOTO OF EXTERIOR OF AUTOZONE de MEXICO STORE]                                 

            AutoZoners of Mexico were quick to embrace the Company's
                culture. They are eager to help customers with their vehicle
             needs and have particularly strong parts knowledge - they
               personify WITTDTJR - What It Takes To Do The Job Right - an
old AutoZone standard.                      

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<< A NUESTROS CLIENTES,                                                         

AUTOZONERS Y ACCIONISTAS:                                                 

[PHOTO OF AUTOZONE STORE]                                     

Me complace mucho escribir la presente y compartir con ustedes la emocion que   
sentimos por las multiples oportunidades con las que contamos en AutoZone.      
AutoZone es el proveedor numero uno de soluciones automotrices en los Estados   
Unidos. Nuestra empresa, con ingresos cercanos a los 5 mil millones de dolares y
una fuerza laboral de 45,000 miembros, ha sido reconocida por Fortune 500, S&P  
500, y la Bolsa de Valores de Nueva York (NYSE). Nuestra cultura de trabajo es  
de un firme compromiso con nuestros clientes, y para mi es un honor tener la    
oportunidad de continuar con esta extraordinaria tradicion.                     

Cuando me uni a la empresa el pasado mes de enero, marcamos una mision - la de  
incrementar el valor para los accionistas. Con la colaboracion de todos y cada  
uno de los Empleados, hemos dados pasos significativos en el logro de dicha     
mision. El invierno pasado, realizamos analisis empresariales extensos,         
desarrollamos un Plan Estrategico a largo plazo, y terminamos el Plan Operativo 
para el ejercicio 2002. Este proceso de planeacion establecio una nueva         
disciplina en torno a la administracion de nuestra empresa, y desarrollo muchas 
de las tacticas que ya estan contribuyendo al fuerte crecimiento de ventas.     

El liderazgo para estos planes ha partido del equipo de la Direccion General    
(foto en pagina x), compuesto por unos 40 ejecutivos de la empresa. Sin la      
energia y apoyo de este grupo, habria sido imposible lograr tanto en tan poco   
tiempo. Como parte de nuestro nuevo plan, el equipo de la Direccion General     
reconocio las multiples oportunidades que el futuro brindaba y las integro para 
crear una nueva vision para la empresa, "!Creando, de manera implacable, las mas
excitante Zona para soluciones automotrices!" Nuestra vision esta disenada para 
desafiar el status quo, brindar una fuente de inspiracion, y marcar el camino   
que llevara a AutoZone a un crecimiento rentable por muchos anos en el futuro.  

El mercado ha empezado a reconocer el impacto que nuestra nueva direccion -     
aunada a la energia y entusiasmo de nuestros Empleados- ha tenido en el valor de
nuestras acciones. Nos hemos enfocado en la creacion de valor, y los resultados 
se han visto reflejados en el reconocimiento que el mercado nos ha dado con un  
incremento en el precio por accion que paso de USD 21 por accion a una cifra de 
alrededor de USD 60 por accion - al momento que la presente se expidio el fin de
octubre.                                                                        

Este reporte pretende transmitirles el por que creemos firmemente que AutoZone  
es una gran empresa en una industria fuerte con muchas oportunidades, y como la 
vision de AutoZone le conducira a un mejor rendimiento economico y mayor valor  
para los accionistas.                                                           

LAS PRIORIDADES DE AUTOZONE                                                     

Hemos establecido tres prioridades para nuestra empresa:                        

-        Ampliar el comercio de (HTM) al menudeo en los Estados Unidos,         

-        Desarrollar el comercio (HPM) en los Estados Unidos,                   

-        Expandir nuestro negocio de manera rentable en Mexico.                 

UN FUERTE Y CRECIENTE MERCADO NORTEAMERICANO PARA HTM                           

El negocio central de AutoZone es con el cliente Hazlo-Tu-Mismo. De acuerdo con 
una investigacion de la Asociacion de la Industria Automotriz Post-Mercado      
(Automotive Aftermarket Industry Association - AAIA), el actual mercado         
norteamericano de HTM es de mas de USD 37 mil millones y ha crecido a un indice 
anual acumulado del 5.6% en los ultimos cinco anos. De manera mas importante,   
segun la AAIA, aproximadamente USD 60 mil millones en gastos de mantenimiento   
automotriz de rutina se dejan de invertir. Para nosotros, esta es una gran      
oportunidad para incrementar ventas y, al mismo tiempo, ayudar a garantizar la  
seguridad de nuestros clientes y la longevidad de sus vehiculos.                

Las razones por las que las personas hacen trabajos tipo HTM incluyen: ahorro de
dinero y tiempo, porque es facil de hacer, y para estar seguros que el trabajo  
esta bien hecho. Todos los vehiculos requieren de mantenimiento de rutina,      
claro esta, pero conforme pasa el tiempo los autos y camionetas se vuelven mas  
viejos perdiendo la cobertura de la garantia, requieren de mayores trabajos de  
reparacion y mantenimiento. Para cuando un vehiculo llega a los siete anos de   
uso, tipicamente entra al ciclo de reparaciones. A estos vehiculos le llamamos  
"nuestro tipo de vehiculos" o bien, NTVs. Ademas, dado el enorme crecimiento en 
ventas de autos nuevos que empezo hace unos siete anos, estamos empezando a ver 
un incremento en el numero de NTVs. De igual trascendencia es el hecho de que   
la edad anual de la enorme poblacion de SUVs (Vehiculos para Actividades        
Deportivas) en los Estados Unidos es de 5.4 anos - es decir, Aaun no entran al  
ciclo de reparaciones! Historicamente, el crecimiento de ventas de nuestros     
establecimientos ha ido a la par con la tendencia de crecimiento de los NTVs.   

16  AZO  Annual Report                                                          

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El ejercicio 2001 fue un ano de cambio. Empleamos los resultados de             
investigaciones tanto internas como externas con el fin de desarrollar una      
estrategia para mejorar las ventas y el margen bruto de nuestra empresa.        

En el mes de mayo lanzamos la nueva campana publicitaria "Get in the Zone"      
(Entre a la Zona), enfatizando el valor del nombre comercial de AutoZone. Estos 
dinamicos anuncios se enfocan al valor del mantenimiento de rutina, la          
importancia de conservar el valor del auto manteniendolo limpio y encerado, y el
ahorro de dinero cambiando los filtros y realizando afinaciones. No solo        
cambiamos nuestro mensaje, sino que cambiamos la manera en que dicho mensaje se 
transmite. Nuestros anuncios no solo aparecen en la television, sino que tambien
se escuchan por radio mientras que el conductor se desplaza hacia su trabajo u  
hogar - el momento perfecto para pensar en las necesidades del auto y visitar   
AutoZone. Ademas, conscientes de la creciente poblacion de habla hispana,       
nuestros anuncios se estan presentando en estaciones de radio y television      
hispanas por primera vez. Estamos muy complacidos con el exito de la campana y  
seguimos agregando nuevos mensajes recordandoles a los clientes de la           
importancia del mantenimiento de rutina que requieren sus vehiculos.            

Hemos peusto mayor enfasis en mercadeo.                                         

Primero, consideramos como nuestro cliente el conductor, en lugar de el auto, y 
rapidamente identificamos algunos articulos que faltaban en nuestras tiendas -  
por ejemplo, lentes de sol y accesorios de manejo. Agregamos algunos articulos  
para ninos, los futuros propietarios de vehiculos del pais, como carros de      
juguete marca Hot Wheels y Matchbox. Se incluyeron accesorios manos-libres para 
telefonos celulares en los mercados donde eran requeridos por ley. Ademas,      
contamos con una amplia variedad de articulos nuevos, que fueron debidamente    
probados y comprobados antes de incluirlos en nuestras existencias.             

Agregamos un mayor numero de accesorios para vehiculos, incluyendo              
cubre-asientos y tapetes de moda, accesorios para camionetas y vehiculos para   
actividades deportivas, y el favorito de este ano - iluminacion de neon         
decorativa para casi cualquier parte del auto. La linea de accesorios es una    
gran oportunidad para AutoZone - apenas estamos empezando.                      

Aun asi, tengan la seguridad de que no hemos olvidado lo que distingue a        
AutoZone de los demas: nuestro giro de refacciones automotrices. Es la base de  
nuestro negocio y nuestro enfoque es contar con la refaccion adecuado al precio 
justo en el momento que el cliente la requiera. De hecho, hemos hecho mejoras   
significativas en nuestra cobertura de refacciones a lo largo del presente ano y
seguimos agregando aquellas que nuestros clientes desean. En varias de las      
categorias de refacciones, estamos volviendo a implementar la categorizacion de 
"bueno, mejor, excelente" en la linea de productos para satisfacer mejor las    
necesidades de nuestros clientes.                                               

OPORTUNIDAD SIMILAR EN HPM: AZ COMERCIAL                                        

La otra parte del negocio de reparacion y mantenimiento de vehiculos es el      
mercado comercial, o bien Hazlo Por Mi (HPM). Segun la AAIA, este mercado es    
aproximadamente del mismo tamano en cuanto a refacciones se refiere, y esta     
creciendo a una velocidad similar el mercado HTM. De manera oportuna, AutoZone  
empezo a venderle a este mercado hace un par de anos. Este giro actualmente     
cubre casi USD 500 millones de nuestros ingresos totales. Es especialmente      
atractivo puesto que nos da una ventaja en todos nuestros activos actuales y    
representa, en gran parte, volumen adicional.                                   

Seguimos avanzando a lo largo del ano. Dicho progreso resulto en un incremento  
del 11% en ventas a tiendas similares en el ano. Pretendemos esforzarnos aun mas
en el desarrollo de nuestro giro comercial en el ejercicio 2002. Seguiremos     
desarrollando nuestras relaciones con clientes comerciales ofreciendo un mayor  
numero de refacciones de marca que los mecanicos solicitan. Nuestro nuevo       
sistema de entrega a tiendas con su centro de captacion y amplia red de         
distribucion tiene las ventajas de tener alcance nacional y la entrega oportuna 
de refacciones al instalador comercial.                                         

ALLDATA sigue siendo la fuente principal de informacion de diagnostico y        
reparacion automotriz para el mecanico profesional. Este giro tuvo ventas y     
ganancias historicas en el ejercicio 2001. ALLDATA nos brindara una valiosa     
ventaja competitiva en el futuro desarrollo el mercado HPM.                     

MEXICO                                                                          

Nuestra tercera prioridad estrategica es el desarrollo de establecimientos en   
Mexico. Al final del ejercicio 2001, contabamos con 21 tiendas en Mexico,       
principalmente en la frontera, pero dos se encuentran en el interior alrededor  
de la ciudad de Monterrey. Las oportunidades en Mexico saltan a la vista: mayor 
numero de autos viejos, caminos en malas condiciones y una necesidad de         
conseguir refacciones. A la fecha, nuestras tiendas en Mexico han tenido mucho  
exito. Contamos con Empleados maravillosos que se han adaptado rapidamente a la 
cultura de AutoZone. Seguimos tratando las cuestiones relacionadas con cadenas  
de suministro, que marcan un desafio para el mayor desarrollo en la Republica   
Mexicana. Al igual que con todas nuestras incursiones comerciales, mantenemos un
monitoreo muy de cerca para garantizar las ganancias que esperan nuestros       
inversionistas.                                                                 

                                                            Annual Report AZO 17

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En el mes de junio, decidimos vender TruckPro, nuestra subsidiaria de 
refacciones para camiones pesados. Tomamos esta decision principalmente para
enfocarnos en nuestro giro central. TruckPro tuvo un buen ano, con un cierre
fuerte. Le debemos un reconocimiento a todo el equipo TruckPro por su exito a 
pesar de las distracciones del proceso de ventas. 

ESTADOS FINANCIEROS                                                             

Las nuevas iniciativas de mercadotecnia y comercializacion, el avance en el     
giro comercial y en Mexico, aunado a una estricta administracion de costos,     
dieron por resultado un solido estado financiero para el ejercicio 2001,        
especialmente en el segundo semestre. Para el ano, antes del cargo              
no-recurrente, logramos un crecimiento del 19% en rendimientos por accion y un  
rendimiento sobre capital invertido del 14.3% con un crecimiento del 4% en      
ventas a tiendas similares. En el cuarto trimestre, alcanzamos un crecimiento   
del 8% en ventas a tiendas similares y un crecimiento del 27% en rendimientos   
por accion, antes del cargo no-recurrente. Estos excelentes resultados no       
habria sido posible lograrlos sin el entusiasmo y dinamismo de muchos de        
nuestros Empleados y el apoyo de nuestros proveedores.                          

UN ESTUDIO REALIZADO POR LA AAIA SOBRE EL CONSUMIDOR HTM NOS DA MAYOR CONFIANZA 
EN LA INDUSTRIA. POR EJEMPLO, EN LOS ULTIMOS SIETE ANOS:                        

-        El porcentaje de hogares haciendo trabajos HTM ha aumentado.           

-        El numero promedio de vehiculos por hogar donde se hacen trabajos HTM  
ha aumentado.                                                 

-        Hay mas mujeres que realizan trabajos o reparaciones en sus propios    
autos.                                                        

-        Son mas las personas jovenes de entre 18 y 25 anos de edad que realizan
        sus propias reparaciones con todo profesionalismo - esto significa que
       pueden hacer trabajos como cambiar el cilindro de frenos o reemplazar
el sistema de inyeccion de combustible.                       

Este cargo no-recurrente fue de USD 95.8 millones despues de impuestos, y se    
registro en el tercer y cuarto trimestres. Fue el resultado del desarrollo de   
nuestro plan estrategico, lo cual requeria un rendimiento sobre capital         
invertido equivalente al 15%, despues de impuestos, para todas las inversiones  
nuevas. El cargo no-recurrente tenia que ver, principalmente, con la venta      
proyectada de TruckPro, el cierre de 51 tiendas de bajo rendimiento, y un       
pequeno deposito de suministro, una exhaustiva revision de los valores          
comerciales de las obligaciones que quedaban de las propiedades cerradas, el    
cese en el desarrollo de bienes inmuebles y proyectos de tecnologia que no      
cumplieran con la tasa critica de rentabilidad del 15%, y el impacto de los     
cambios en la estrategia de mercadotecnia, lo cual resulto en la depreciacion o 
eliminacion de mercancia seleccionada del inventario.                           

AutoZone genero un flujo de dinero de USD 391 millones, despues de gastos de    
capital, que se empleo para volver a comprar USD 366 millones en acciones       
ordinarias mientras que se redujeron los emprestitos pendientes en USD 25       
millones. Al final del mes de agosto, AutoZone ha reducido la deuda a USD 1.23  
mil millones, mientras se incrementaron los rendimientos antes de intereses,    
impuestos, depreciaciones y amortizaciones de USD 639 millones a USD 676,       
excluyendo el cargo no-recurrente. Desde el inicio del programa de rescate de   
acciones, la empresa ha rescatado casi una tercera parte de sus acciones en     
circulacion, a un costo promedio de USD 27. Hemos reducido significativamente   
nuestra deuda relacionada con el margen bruto de autofinanciacion y creemos     
haber incrementado, de manera significativa, el valor para los accionistas      
reduciendo el numero de acciones en circulacion.                                

Resumiendo, nos emocionan los avances logrados en el ejercicio 2001. Nos ha dado
la confianza en nuestra capacidad de hacer crecer a AutoZone de manera rentable 
por mucho tiempo en el futuro. AutoZone es el lider indiscutible en este        
emocionante negocio. Contamos con grandes planes para el futuro y las personas  
idoneas para su ejecucion. Nos hemos abocado a la operacion de esta empresa con 
el fin de maximizar el valor a largo plazo para los accionistas. Agradezco la   
oportunidad de ser parte de AutoZone y ansio ser testigo de este excitante      
futuro que nos espera.                                                          

/s/ STEVE ODLAND                                                                
STEVE ODLAND                                                            
Presidente de la Junta Directiva, Presidente y Director General         

Relentlessly creating the most exciting Zone for vehicle solutions! (!Creando la
Zona mas excitante de soluciones automotrices!)                                 

------------------------------------------------------------------------------  
Este ano, tanto John Adams, anterior Presidente de la Junta Directiva y Director
General, como Tim Vargo, anterior Presidente y Director de Operaciones,         
decidieron renunciar a sus cargos. John queria pasar mas tiempo con su familia, 
viajar y atender las responsabilidades del Consejo en otras empresas. Tim tenia 
que pasar mas tiempo con los miembros de su familia inmediata que padecen de una
enfermedad larga. Los dos siguen siendo parte de la familia AutoZone y brindando
su ayuda tras bambalinas. Les agradecemos a John y Tim por todos sus anos de    
dedicacion a AutoZone. Su liderazgo ayudo a hacer posible los exitos de hoy.    
------------------------------------------------------------------------------  

18  AZO  Annual Report                                                          

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<<   FINANCIAL SECTION                                                          
TABLE OF CONTENTS                                                     

                                                                [Download Table]
                                                                             
Ten-Year Review ......................................................... 20 

Quarterly Summary (unaudited) ........................................... 22 

Financial Review ........................................................ 23 

Consolidated Statements of Income ....................................... 28 

Consolidated Balance Sheets ............................................. 29 

Consolidated Statements of Cash Flows ................................... 30 

Consolidated Statements of Stockholders' Equity ......................... 31 

Notes to Consolidated Financial Statements .............................. 32 

Report of Independent Auditors .......................................... 41 

Management's Report ..................................................... 41 

Officers ................................................................ 42 

Board of Directors ...................................................... 44 

                                                         Annual Report | AZO  19

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<<     TEN-YEAR REVIEW                                                          

                                                        [Enlarge/Download Table]

                                         5-Year      10-Year                                                
(in thousands, except per share data    Compound    Compound                                                
and selected operating data)            Growth (3)  Growth (3)    2001 (2)         2000           1999      
                                                                                                            
INCOME STATEMENT DATA                                                                                       

Net sales                                     17%           19%  $ 4,818,185    $ 4,482,696    $ 4,116,392  
Cost of sales, including warehouse and                                                                      
  delivery expenses                                                2,804,896      2,602,386      2,384,970  
Operating, selling, general and                                                                             
  administrative expenses                                          1,625,598      1,368,290      1,298,327  
                                                                 -----------    -----------    -----------  
Operating profit                              15%           21%      387,691        512,020        433,095  
Interest income (expense) - net                                     (100,665)       (76,830)       (45,312) 
                                                                 -----------    -----------    -----------  
Income before income taxes                    11%           20%      287,026        435,190        387,783  
Income taxes                                                         111,500        167,600        143,000  
                                                                 -----------    -----------    -----------  
Net income                                    10%           20%  $   175,526    $   267,590    $   244,783  
                                                                 ===========    ===========    ===========  
Diluted earnings per share                    16%           22%  $      1.54    $      2.00    $      1.63  
                                                                 ===========    ===========    ===========  

Adjusted weighted average shares for                                                                        
   diluted earnings per share                                        113,801        133,869        150,257  
                                                                 ===========    ===========    ===========  
BALANCE SHEET DATA                                                                                          
Current assets                                                   $ 1,328,511    $ 1,186,780    $ 1,225,084  
Working capital                                                       61,857        152,236        224,530  
Total assets                                                       3,432,512      3,333,218      3,284,767  
Current liabilities                                                1,266,654      1,034,544      1,000,554  
Debt                                                               1,225,402      1,249,937        888,340  
Stockholders' equity                                                 866,213        992,179      1,323,801  

SELECTED OPERATING DATA                                                                                     
Number of domestic auto parts stores                                                                        
  at beginning of year                                                 2,915          2,711          2,657  
   New stores                                                            107            208            245  
   Replacement stores                                                     16             30             59  
   Closed stores                                                           3              4            191  
   Net new stores                                                        104            204             54  
Number of domestic auto parts stores                                                                        
  at end of year                                                       3,019          2,915          2,711  
Total domestic auto parts store                                                                             
  square footage (000s)                                               19,377         18,719         17,405  
Percentage increase in domestic auto                                                                        
  parts store square footage                                               4%             8%             5% 
Percentage increase in domestic auto                                                                        
  parts comparable store net sales (4)                                     4%             5%             5% 
Average net sales per domestic auto                                                                         
  parts store (000s)                                             $     1,543    $     1,517    $     1,465  
Average net sales per domestic auto                                                                         
  parts store square foot                                        $       240    $       236    $       232  
Total employment                                                      44,557         43,164         40,483  
Gross profit - percentage of sales                                      41.8%          41.9%          42.1% 
Operating profit - percentage of sales                                   8.0%          11.4%          10.5% 
Net income - percentage of sales                                         3.6%           6.0%           5.9% 
Debt-to-capital - percentage                                            58.6%          55.7%          40.2% 
Inventory turnover                                                      2.39 x         2.32 x         2.28 x
Net inventory turnover (5)                                              9.09 x         7.52 x         7.28 x
Return on average equity                                                  19%            23%            19% 

(1)  53 weeks. Comparable store sales, average net sales per store and average  
 net sales per store square foot for fiscal year 1996 and 1991 have been
adjusted to exclude net sales for the 53rd week.                      

(2)  Fiscal year 2001 operating results include pretax restructuring and        
impairment charges of $156.8 million, or $0.84 per share after tax.   

(3)  Excludes impact of pretax restructuring and impairment charges of $156.8   
million in fiscal 2001.                                               

(4)  Comparable same store sales for fiscal years 1994 through 2001 are based on
  increase in sales for domestic auto parts stores open at least one year.
All other periods are increases in sales for stores open since the    
beginning of the preceding fiscal year.                               

(5)  Net inventory turnover is calculated as cost of sales divided by the       
average of beginning and ending merchandise inventories less accounts 
payable.                                                              

20  AZO | Annual Report                                                         

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                                                        [Enlarge/Download Table]


                                     Fiscal Year Ended August                                                       
    1998           1997        1996 (1)         1995           1994           1993           1992         1991 (1)  
                                                                                                                    

$ 3,242,922    $ 2,691,440   $ 2,242,633    $ 1,808,131    $ 1,508,029    $ 1,216,793    $ 1,002,327    $   817,962 

  1,889,847      1,559,296     1,307,638      1,057,033        886,068        731,971        602,956        491,261 

    970,768        810,793       666,061        523,440        431,219        344,060        295,701        247,355 
-----------    -----------   -----------    -----------    -----------    -----------    -----------    ----------- 
    382,307        321,351       268,934        227,658        190,742        140,762        103,670         79,346 
    (18,204)        (8,843)       (1,969)           623          2,244          2,473            818         (7,295)
-----------    -----------   -----------    -----------    -----------    -----------    -----------    ----------- 
    364,103        312,508       266,965        228,281        192,986        143,235        104,488         72,051 
    136,200        117,500        99,800         89,500         76,600         56,300         41,200         27,900 
-----------    -----------   -----------    -----------    -----------    -----------    -----------    ----------- 
$   227,903    $   195,008   $   167,165    $   138,781    $   116,386    $    86,935    $    63,288    $    44,151 
===========    ===========   ===========    ===========    ===========    ===========    ===========    =========== 
$      1.48    $      1.28   $      1.11    $      0.93    $      0.78    $      0.59    $      0.43    $      0.33 
===========    ===========   ===========    ===========    ===========    ===========    ===========    =========== 

    154,070        152,535       151,238        149,302        148,726        147,608        145,940        134,656 
===========    ===========   ===========    ===========    ===========    ===========    ===========    =========== 

$ 1,117,090    $   778,802   $   613,097    $   447,822    $   424,402    $   378,467    $   279,350    $   233,439 
    257,261        186,350           219         30,273         85,373         92,331         72,270         55,807 
  2,748,113      1,884,017     1,498,397      1,111,778        882,102        696,547        501,048        397,776 
    859,829        592,452       612,878        417,549        339,029        286,136        207,080        177,632 
    545,067        198,400        94,400         13,503          4,252          4,458          7,057          7,246 
  1,302,057      1,075,208       865,582        684,710        528,377        396,613        278,120        204,628 

      1,728          1,423         1,143            933            783            678            598            538 
        952            308           280            210            151            107             82             60 
         12             17            31             29             20             20             14              4 
         23              3             0              0              1              2              2              0 
        929            305           280            210            150            105             80             60 

      2,657          1,728         1,423          1,143            933            783            678            598 

     16,499         11,611         9,437          7,480          5,949          4,839          4,043          3,458 

         42%            23%           26%            26%            23%            20%            17%            14%

          3%             9%            7%             7%            10%             9%            15%            12%

$     1,568    $     1,691   $     1,702    $     1,742    $     1,758    $     1,666    $     1,570    $     1,408 

$       238    $       253   $       258    $       269    $       280    $       274    $       267    $       246 
     38,526         28,700        26,800         20,200         17,400         15,700         13,200         11,700 
      41.7%           42.0%         41.7%          41.5%          41.2%          39.8%          39.8%         39.9% 
      11.8%           11.9%         12.0%          12.6%          12.6%          11.5%          10.3%          9.7% 
       7.0%            7.2%          7.5%           7.7%           7.7%           7.1%           6.3%          5.4% 
      29.5%           15.6%          9.8%           1.9%           0.8%           1.1%           2.5%          3.4% 
       2.26 x         2.46 x        2.73 x         2.90 x         2.98 x         3.19 x         2.99 x        2.57 x
       6.96 x         7.53 x       10.72 x        12.35 x        13.81 x        15.02 x         9.30 x        7.77 x
         19%            20%           22%            23%            25%            26%           26%            31% 

                                                         Annual Report | AZO  21

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<<   QUARTERLY SUMMARY                                                          
(UNAUDITED)                                                           

                                                        [Enlarge/Download Table]

                                                                                          Sixteen          
                                                    Twelve Weeks Ended                   Weeks Ended       
                                                    ------------------                   -----------       
                                       November 18,    February 10,       May 5,          August 25,       
(in thousands, except per share data)     2000            2001             2001              2001          
                                          ----            ----             ----              ----          
                                                                                                           
Net sales                              $1,063,566      $  973,999      $  1,139,957     $   1,640,663      
Increase in comparable store sales              2%              2%                5%                8%     
Gross profit                           $  445,565      $  397,333      $    482,578     $     687,813(b)   
Operating profit                          110,768          77,280           127,866(a)  $      71,777(b)(c)
Income before income taxes                 87,788          51,736           104,025            43,477      
Net income                                 53,788          31,736            63,525            26,477      
Basic earnings per share                     0.46            0.28              0.57              0.24      
Diluted earnings per share                   0.46            0.28              0.56              0.24      
Stock price range:                                                                                         
     High                              $    28.00      $    29.75      $      31.98     $       49.20      
     Low                               $    21.00      $    24.60      $      24.37     $       30.32      

                                                        [Enlarge/Download Table]

                                                                                         Sixteen    
                                                    Twelve Weeks Ended                 Weeks Ended  
                                                    ------------------                 -----------  
                                       November 20,    February 12,       May 6,        August 26,  
(in thousands, except per share data)     1999            2000            2000            2000      
-------------------------------------     ----            ----            ----            ----      
                                                                                                    
Net sales                              $1,006,472      $  924,164      $  1,059,415   $   1,492,645 
Increase in comparable store sales              7%              4%                6%              3%
Gross profit                           $  421,516      $  388,427      $    449,918   $     620,449 
Operating profit                          105,748          80,013           126,684         199,575 
Income before income taxes                 91,144          63,561           109,265         171,220 
Net income                                 56,044          39,061            67,265         105,220 
Basic earnings per share                     0.40            0.28              0.50            0.85 
Diluted earnings per share                   0.40            0.28              0.50            0.84 
Stock price range:                                                                                  
     High                              $    29.81      $    32.31      $      29.75   $       29.00 
     Low                               $    23.69      $    23.25      $      21.13   $       21.75 

(a)  Includes pretax impairment charges of $5.2 million.                        

(b)  Includes pretax inventory writedowns resulting from restructuring          
initiatives of $30.1 million.                                         

(c)  Includes pretax impairment and restructuring charges of $121.5 million.    

22  AZO | Annual Report                                                         

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<<   FINANCIAL REVIEW                                                           

The following table sets forth income statement data of the Company expressed as
a percentage of net sales for the periods indicated:                            

                                                                [Download Table]

                                                  Fiscal Year Ended           
                                                  -----------------           
                                         August 25,    August 26,   August 28,
                                            2001         2000         1999    
                                            ----         ----         ----    
                                                                              
Net sales                                  100.0%       100.0%       100.0%   
Cost of sales, including warehouse                                            
   and delivery expenses                    58.2         58.1         57.9    
                                           -----        -----        -----    
Gross profit                                41.8         41.9         42.1    
Operating, selling, general                                                   
   and administrative expenses              31.1         30.5         31.6    
Restructuring and impairment charges         2.7                              
                                           -----        -----        -----    
Operating profit                             8.0         11.4         10.5    
Interest expense - net                       2.1          1.7          1.1    
Income taxes                                 2.3          3.7          3.5    
                                           -----        -----        -----    
Net income                                   3.6%         6.0%         5.9%   
                                           =====        =====        =====    

RESULTS OF OPERATIONS                                                           

For an understanding of the significant factors that influenced the Company's   
performance during the past three fiscal years, the following Financial Review  
should be read in conjunction with the consolidated financial statements        
presented in this annual report.                                                

RESTRUCTURING AND IMPAIRMENT CHARGES                                            

In June 2001, the Company announced initiatives designed to further the creation
of shareholder value and improve return on capital. The effects of restructuring
and impairment charges on income before income taxes of $156.8 million are      
summarized as follows and discussed in detail below:                            

                                                                [Download Table]

(in thousands)                                                               
                                                                             
Income before taxes, excluding restructuring and impairment charges  $443,848
Restructuring and impairment charges                                         
  Cost of sales:                                                             
    Inventory rationalization                                          30,133
  Restructuring and impairment charges:                                      
    Writedown of assets                                                87,685
    Accrual of lease obligations                                       29,576
    Contract settlements/terminations                                   6,713
    Severance and other                                                 2,715
                                                                     --------
Total charges                                                         156,822
                                                                     --------
Income before taxes as reported                                      $287,026
                                                                     ========

As a result of a strategic planning process begun during the third quarter of   
2001, the Company established a 15% after-tax return threshold for all current  
and future investments. All of the Company's assets, including long-lived assets
and real estate projects in process, were examined to identify those not meeting
the revised hurdle rate. A charge of $5.2 million was recorded in the third     
quarter related to abandoned real estate projects in process identified during  
this review. The review was completed in the fourth quarter, resulting in       
additional restructuring and impairment charges of $151.6 million.              

                                                         Annual Report | AZO  23

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<< FINANCIAL REVIEW                                                             

The Company completed its evaluation of store performance and determined that 51
domestic auto parts stores were not meeting acceptable operating targets, which 
represents less than two percent of the chain. A reserve of $4.3 million has    
been established principally for lease commitments for stores to be closed and a
writedown of $12.5 million has been recorded on the fixed assets in such stores 
to reduce carrying value to fair value. The effect of suspending depreciation on
these assets was not material in fiscal 2001. Additionally, a reserve of $2.1   
million was established for estimated inventory losses expected in closed       
stores. These stores are scheduled to be closed during fiscal 2002. The Company 
also evaluated all real estate projects in process and excess properties. These 
assets have been written down to the lower of carrying value or fair value less 
cost to sell, resulting in charges of $21.0 million for asset writedowns and    
$18.3 million for net lease obligations. The Company is actively marketing the  
assets held for sale through the use of internal resources and outside agents.  
Management intends to dispose of all assets held for sale within the next 12    
months.                                                                         

Additional impairment charges of $25.0 million were taken related primarily to  
fixed assets associated with the closure of a supply depot in Memphis,          
Tennessee, abandoned or discontinued technology-related assets and assets       
abandoned due to reorganization of departments within the Store Support Center. 
The Company also established a reserve of $7.0 million principally for lease    
commitments associated with the closure of the supply depot and for the office  
building recently leased by the Company's ALLDATA subsidiary that will not be   
occupied.                                                                       

The Company has made a decision to sell TruckPro, its heavy-duty truck parts    
subsidiary. The Company has engaged an investment banking firm to assist in     
identifying a buyer for TruckPro and to facilitate the transaction. Based on    
preliminary offers received, the Company has recorded asset writedowns and      
contractual obligations aggregating $29.9 million. The Company expects to enter 
into a definitive agreement to sell TruckPro before the end of calendar year    
2001.                                                                           

The Company has implemented changes in its marketing and merchandising          
strategies. The new strategies include reducing quantities of product on hand in
excess of anticipated needs and decisions to discontinue certain merchandise.   
This has resulted in an inventory rationalization charge of $28.0 million.      
Discontinued inventory will be recalled and disposed of during the first quarter
of fiscal 2002.                                                                 

After considering the effect of income taxes, the impact of these restructuring 
and impairment charges on net earnings was $95.8 million. The remaining Results 
of Operations discussion excludes the restructuring and impairment charges      
discussed above because the effects of these charges are not comparable on a    
year-over-year basis.                                                           

FISCAL 2001 COMPARED TO FISCAL 2000                                             

Net sales for fiscal 2001 increased by $335.5 million or 7.5% over net sales for
fiscal 2000. Same store sales, or sales for domestic auto parts stores opened at
least one year, increased 4%. As of August 25, 2001, the Company had 3,019      
domestic auto parts stores in operation compared with 2,915 at August 26, 2000. 

Gross profit for fiscal 2001, excluding nonrecurring charges, was $2.0 billion, 
or 42.4% of net sales, compared with $1.9 billion, or 41.9% of net sales, for   
fiscal 2000. The increase in the gross profit percentage was primarily due to a 
shift in sales mix to higher gross margin products in the current year and      
higher warranty expense in the prior year.                                      

Operating, selling, general and administrative expenses for fiscal 2001         
increased by $130.6 million over such expenses for fiscal 2000 and increased as 
a percentage of net sales from 30.5% to 31.1%. The increase in the expense ratio
was primarily due to an increase in insurance, expenses related to strategic    
initiatives not included in the restructuring and impairment charges and higher 
levels of payroll primarily in the first half of the year.                      

Net interest expense for fiscal 2001 was $100.7 million compared with $76.8     
million for fiscal 2000. The increase in interest expense was due to higher     
levels of borrowings.                                                           

AutoZone's effective income tax rate was 38.8% of pre-tax income for fiscal 2001
and 38.5% for fiscal 2000.                                                      

24  AZO | Annual Report                                                         

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<< FINANCIAL REVIEW                                                             

FISCAL 2000 COMPARED TO FISCAL 1999                                             

Net sales for fiscal 2000 increased by $366.3 million or 8.9% over net sales for
fiscal 1999. Same store sales, or sales for domestic auto parts stores opened at
least one year, increased 5%. As of August 26, 2000, the Company had 2,915      
domestic auto parts stores in operation compared with 2,711 at August 28, 1999. 

Gross profit for fiscal 2000 was $1.9 billion, or 41.9% of net sales, compared  
with $1.7 billion, or 42.1% of net sales, for fiscal 1999. The decrease in gross
profit percentage was primarily due to an increase in warranty expense.         

Operating, selling, general and administrative expenses for fiscal 2000         
increased by $70.0 million over such expenses for fiscal 1999 and decreased as a
percentage of net sales from 31.6% to 30.5%. The decrease in the expense ratio  
was primarily due to leverage of payroll and occupancy costs in acquired stores 
coupled with the absence of acquisition related remodeling and remerchandising  
activities in fiscal 2000.                                                      

Net interest expense for fiscal 2000 was $76.8 million compared with $45.3      
million for fiscal 1999. The increase in interest expense was due to higher     
levels of borrowings as a result of stock repurchases and higher interest rates.

AutoZone's effective income tax rate was 38.5% of pre-tax income for fiscal 2000
and 36.9% for fiscal 1999. The fiscal 1999 effective tax rate reflects the      
utilization of acquired company net operating loss carryforwards.               

FINANCIAL MARKET RISK                                                           

The Company is exposed to market risk from changes in foreign exchange and      
interest rates. To minimize such risks, the Company may periodically use various
financial instruments. All hedging transactions are authorized and executed     
pursuant to policies and procedures. The Company does not buy or sell financial 
instruments for trading purposes.                                               

On August 27, 2000, the Company adopted Statements of Financial Accounting      
Standards Nos. 133, 137 and 138 (collectively "SFAS 133") pertaining to the     
accounting for derivatives and hedging activities. SFAS 133 requires the Company
to recognize all derivative instruments in the balance sheet at fair value. The 
adoption of SFAS 133 impacts the accounting for the Company's interest rate     
hedging program. The Company reduces its exposure to increases in interest rates
by entering into interest rate swap contracts. All of the Company's interest    
rate swaps are designated as cash flow hedges.                                  

Upon adoption of SFAS 133, the Company recorded the fair value of the interest  
rate swaps in its consolidated balance sheet. Thereafter, the Company has       
adjusted the carrying value of the interest rate swaps to reflect their current 
fair value. The related gains or losses on these swaps are deferred in          
stockholders' equity (as a component of comprehensive income). These deferred   
gains and losses are recognized in income in the period in which the related    
interest rate payments being hedged have been recognized in expense. However, to
the extent that the change in value of an interest rate swap contract does not  
perfectly offset the change in the interest rate payments being hedged, that    
ineffective portion is immediately recognized in income.                        

At August 25, 2001, and August 26, 2000, the fair value of the Company's debt   
was estimated at $1.21 billion and $1.20 billion, respectively, based on the    
market value of the debt at those dates. Such fair value is less than the       
carrying value of debt at August 25, 2001, by $17.3 million and at August 26,   
2000, by $47.1 million. The Company had $730.4 million of variable-rate debt    
outstanding at August 25, 2001, and $909.9 million at August 26, 2000. At these 
borrowing levels, a one percentage point increase in interest rates would have  
had an unfavorable impact on the Company's pre-tax earnings and cash flows of   
$6.6 million in 2001 and $8.3 million in 2000. The primary interest rate        
exposure on variable-rate debt is based on the London Interbank Offered Rate    
(LIBOR).                                                                        

                                                         Annual Report | AZO  25

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<< FINANCIAL REVIEW                                                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's primary capital requirements have been the funding of its         
continued new store expansion program, inventory requirements and, more         
recently, stock repurchases. The Company has opened or acquired 1,596 net new   
domestic auto parts stores from the beginning of fiscal 1997 to August 25, 2001.
Cash flow generated from store operations provides the Company with a           
significant source of liquidity. Net cash provided by operating activities was  
$458.9 million in fiscal 2001, $513.0 million in fiscal 2000 and $311.7 million 
in fiscal 1999.                                                                 

The Company invested $169.3 million in capital assets in fiscal 2001. In fiscal 
2000, the Company invested $249.7 million in capital assets. In fiscal 1999, the
Company invested $428.3 million in capital assets, including approximately $108 
million for real estate and real estate leases purchased from Pep Boys. In      
fiscal 2001, the Company opened 107 new auto parts stores in the U.S. and 8 in  
Mexico, replaced 16 U.S. stores and closed 3 U.S. stores. In addition, the      
Company operated 49 TruckPro stores. Construction commitments totaled           
approximately $24 million at August 25, 2001.                                   

The Company's new store development program requires working capital,           
predominantly for inventories. Historically, the Company has negotiated extended
payment terms from suppliers, minimizing the working capital required by        
expansion. The Company believes that it will be able to continue financing much 
of its inventory growth through favorable payment terms from suppliers, but     
there can be no assurance that the Company will be successful in obtaining such 
terms.                                                                          

The Company maintains $1.05 billion of revolving credit facilities with a group 
of banks. Of the $1.05 billion, $400 million expires in May 2002. The remaining 
$650 million expires in May 2005. The 364-day facility expiring in May 2002     
includes a renewal feature as well as an option to extend the maturity date of  
then-outstanding debt by one year. The credit facilities exist largely to       
support commercial paper borrowings and other short-term unsecured bank loans.  
Outstanding commercial paper and short-term unsecured bank loans at August 25,  
2001, of $400.4 million are classified as long-term as the Company has the      
ability and intention to refinance them on a long-term basis. The rate of       
interest payable under the credit facilities is a function of LIBOR, the lending
bank's base rate (as defined in the agreement) or a competitive bid rate at the 
option of the Company. The Company has agreed to observe certain covenants under
the terms of its credit agreements, including limitations on total indebtedness,
restrictions on liens and minimum fixed charge coverage.                        

During fiscal year 2001, the Company entered into two unsecured bank term loans 
totaling $315 million with a group of banks. Of the $315 million, $115 million  
matures in December 2003 and $200 million matures in May 2003. The rate of      
interest payable is a function of LIBOR or the bank's base rate (as defined in  
the agreement) at the option of the Company.                                    

In May 2001, the Company issued $150 million of 7.99% Senior Notes due April    
2006, in a private debt placement. The Senior Notes contain certain covenants   
limiting total indebtedness and liens. Interest is payable semi-annually.       

Subsequent to year-end, in September 2001, the Company announced Board approval 
to repurchase up to $250 million of common stock in the open market. This is in 
addition to the $1.45 billion previously authorized as of August 25, 2001. From 
January 1998 to August 25, 2001, the Company had repurchased approximately $1.2 
billion of common stock. The impact of the stock repurchase program in fiscal   
2001 was an increase in earnings per share of $0.05. Subsequent to year-end, the
Company repurchased two million shares in settlement of certain equity          
instrument contracts at an average cost of $28.61 per share.                    

The Company anticipates that it will rely primarily on internally-generated     
funds to support a majority of its capital expenditures, working capital        
requirements and stock repurchases. The balance will be funded through          
borrowings. The Company anticipates that it will be able to obtain such         
financing in view of its credit rating and favorable experiences in the debt    
market in the past.                                                             

26  AZO | Annual Report                                                         

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<< FINANCIAL REVIEW                                                             

INFLATION                                                                       

The Company does not believe its operations have been materially affected by    
inflation. The Company has been successful, in many cases, in mitigating the    
effects of merchandise cost increases principally through economies of scale    
resulting from increased volumes of purchases, selective forward buying and the 
use of alternative suppliers.                                                   

SEASONALITY AND QUARTERLY PERIODS                                               

The Company's business is somewhat seasonal in nature, with the highest sales   
occurring in the summer months of June through August, in which average weekly  
per store sales historically have been about 15% to 25% higher than in the      
slower months of December through February.                                     

Each of the first three quarters of AutoZone's fiscal year consists of twelve   
weeks and the fourth quarter consists of sixteen weeks. Because the fourth      
quarter contains the seasonally high sales volume and consists of sixteen weeks,
compared to twelve weeks for each of the first three quarters, the Company's    
fourth quarter represents a disproportionate share of the annual net sales and  
net income. The fourth quarter of fiscal 2001, excluding nonrecurring charges,  
represented 34.1% of annual net sales and 43.9% of net income; the fourth       
quarter of fiscal 2000 represented 33.3% of annual net sales and 39.3% of net   
income. Fiscal year 2002 will consist of 53 weeks, with the fiscal fourth       
quarter having 17 weeks.                                                        

RECENT ACCOUNTING PRONOUNCEMENTS                                                

In June 2001, the Financial Accounting Standards Board issued Statement of      
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"  
(SFAS 142). Under SFAS 142, goodwill amortization ceases when the new standard  
is adopted. The new rule also requires an initial goodwill impairment assessment
in the year of adoption and annual impairment tests thereafter. The Company is  
permitted and has elected to adopt this Statement effective August 26, 2001.    
Application of the nonamortization provisions of the Statement is expected to   
result in an increase in income before income taxes of $8.6 million per year. No
impairment loss is expected from the initial goodwill impairment test.          

FORWARD-LOOKING STATEMENTS                                                      

Certain statements contained in the Financial Review and elsewhere in this      
annual report are forward-looking statements. These statements discuss, among   
other things, expected growth, domestic and international development and       
expansion strategy, business strategies and future performance. These           
forward-looking statements are subject to risks, uncertainties and assumptions, 
including without limitation, competition, product demand, domestic and         
international economies, the ability to hire and retain qualified employees,    
consumer debt levels, inflation, war and the prospect of war, including         
terrorist activity, and availability of commercial transportation. Actual       
results may materially differ from anticipated results. For more information,   
please see the Risk Factors section of the Company's most recent Form 10-K as   
filed with the Securities and Exchange Commission.                              

                                                         Annual Report | AZO  27

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<< CONSOLIDATED STATEMENTS OF INCOME                                            

                                                        [Enlarge/Download Table]

                                                                          Year Ended (52 Weeks)          
                                                                          ---------------------          
                                                                  August 25,    August 26,     August 28,
(in thousands, except per share data)                               2001           2000           1999   
                                                                 ----------     ----------     ----------
                                                                                                         
Net sales                                                        $4,818,185     $4,482,696     $4,116,392
Cost of sales, including warehouse and delivery expenses          2,804,896      2,602,386      2,384,970
Operating, selling, general and administrative expenses           1,498,909      1,368,290      1,298,327
Restructuring and impairment charges                                126,689                              
                                                                 ----------     ----------     ----------
Operating profit                                                    387,691        512,020        433,095
Interest expense-net                                                100,665         76,830         45,312
                                                                 ----------     ----------     ----------

Income before income taxes                                          287,026        435,190        387,783
Income taxes                                                        111,500        167,600        143,000
                                                                 ----------     ----------     ----------

Net income                                                       $  175,526     $  267,590     $  244,783
                                                                 ==========     ==========     ==========

Weighted average shares for basic earnings per share                112,834        132,945        149,014
Effect of dilutive stock equivalents                                    967            924          1,243
                                                                 ----------     ----------     ----------
Adjusted weighted average shares for diluted earnings per share     113,801        133,869        150,257
                                                                 ==========     ==========     ==========

Basic earnings per share                                         $     1.56     $     2.01     $     1.64
                                                                 ----------     ----------     ----------
Diluted earnings per share                                       $     1.54     $     2.00     $     1.63
                                                                 ----------     ----------     ----------

See Notes to Consolidated Financial Statements. 

28  AZO | Annual Report                                                         

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<< CONSOLIDATED BALANCE SHEETS                                                  

                                                        [Enlarge/Download Table]

                                                                          August 25,     August 26, 
(in thousands, except per share data)                                        2001          2000     
                                                                          -----------   ----------- 
                                                                                                    
ASSETS                                                                                              
Current assets                                                                                      
  Cash and cash equivalents                                               $     7,286   $     6,969 
  Accounts receivable                                                          19,135        21,407 
  Merchandise inventories                                                   1,242,896     1,108,978 
  Prepaid expenses                                                             18,426        30,214 
  Deferred income taxes                                                        40,768        19,212 
                                                                          -----------   ----------- 
     Total current assets                                                   1,328,511     1,186,780 
Property and equipment                                                                              
  Land                                                                        492,287       458,217 
  Buildings and improvements                                                1,182,880     1,149,900 
  Equipment                                                                   505,282       484,967 
  Leasehold improvements and interests                                        116,639       117,452 
  Construction in progress                                                     75,223       109,840 
                                                                          -----------   ----------- 
                                                                            2,372,311     2,320,376 
  Less accumulated depreciation and amortization                              661,868       561,936 
                                                                          -----------   ----------- 
                                                                            1,710,443     1,758,440 
Other assets                                                                                        
  Cost in excess of net assets acquired, net of accumulated amortization                            
   of $32,186 in 2001 and $24,192 in 2000                                     305,390       324,494 
  Deferred income taxes                                                        80,593        52,182 
  Other assets                                                                  7,575        11,322 
                                                                          -----------   ----------- 
                                                                              393,558       387,998 
                                                                          -----------   ----------- 
                                                                          $ 3,432,512   $ 3,333,218 
                                                                          ===========   =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                
Current liabilities                                                                                 
  Accounts payable                                                        $   945,666   $   788,825 
  Accrued expenses                                                            292,153       227,682 
  Income taxes payable                                                         28,835        18,037 
                                                                          -----------   ----------- 
     Total current liabilities                                              1,266,654     1,034,544 
Long-term debt                                                              1,225,402     1,249,937 
Other liabilities                                                              74,243        56,558 
Commitments and contingencies (See notes I and J)                                                   
Stockholders' equity                                                                                
  Preferred stock, authorized 1,000 shares; no shares issued                                        
  Common stock, par value $.01 per share, authorized 200,000 shares;                                
     119,518 shares issued and 109,408 shares outstanding in 2001 and                               
     154,328 shares issued and 121,510 shares outstanding in 2000               1,195         1,543 
  Additional paid-in capital                                                  295,629       301,901 
  Notes receivable from officers                                               (1,911)       (4,463)
  Retained earnings                                                           825,196     1,564,118 
  Accumulated other comprehensive loss                                         (5,308)           (5)
  Treasury stock, at cost                                                    (248,588)     (870,915)
                                                                          -----------   ----------- 
     Total stockholders' equity                                               866,213       992,179 
                                                                          -----------   ----------- 
                                                                          $ 3,432,512   $ 3,333,218 
                                                                          ===========   =========== 

See Notes to Consolidated Financial Statements. 

                                                         Annual Report | AZO  29

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<< CONSOLIDATED STATEMENTS                                                      
OF CASH FLOWS                                                             

                                                        [Enlarge/Download Table]

                                                                          Year Ended (52 Weeks)         
                                                                          ---------------------         
                                                                August 25,     August 26,     August 28,
(in thousands)                                                     2001           2000           1999   
                                                                ---------      ---------      --------- 
                                                                                                        
Cash flows from operating activities:                                                                   
  Net income                                                    $ 175,526      $ 267,590      $ 244,783 
  Adjustments to reconcile net income to net cash                                                       
   provided by operating activities:                                                                    
   Depreciation and amortization of property and equipment        122,576        117,932        122,221 
   Amortization of intangible and other assets                      8,757          8,868          6,310 
   Deferred income tax expense (benefit)                          (46,981)        39,338         42,929 
   Restructuring and impairment charges                           156,822                               
   Income tax benefit realized from exercise of options            13,495          4,050          4,300 
   Net change in accounts receivable and prepaid expenses          10,562          7,764         20,399 
   Net change in merchandise inventories                         (164,164)        20,715       (201,553)
   Net increase in accounts payable and accrued expenses          187,801         61,382         70,304 
   Net change in income taxes payable and receivable               10,798          4,966         13,367 
   Net change in other assets and liabilities                     (16,255)       (19,645)       (11,392)
                                                                ---------      ---------      --------- 
     Net cash provided by operating activities                    458,937        512,960        311,668 

Cash flows from investing activities:                                                                   
  Capital expenditures and real estate purchased from Pep Boys   (169,296)      (249,657)      (428,315)
  Disposal of capital assets                                       44,601         11,771                
  Notes receivable from officers                                    2,552         (4,463)               
                                                                ---------      ---------      --------- 
     Net cash used in investing activities                       (122,143)      (242,349)      (428,315)

Cash flows from financing activities:                                                                   
  Net increase (decrease) in commercial paper                    (381,853)       234,300        228,000 
  Proceeds from debentures/notes                                  465,000                       148,913 
  Net increase (decrease) in unsecured bank loans                (105,000)       120,000        (34,050)
  Net proceeds from sale of common stock                           48,410          5,455          7,266 
  Purchase of treasury stock                                     (366,097)      (639,925)      (234,602)
  Other                                                             3,063         10,610            407 
                                                                ---------      ---------      --------- 
     Net cash provided by (used in) financing activities         (336,477)      (269,560)       115,934 
                                                                ---------      ---------      --------- 
Net increase (decrease) in cash and cash equivalents                  317          1,051           (713)
Cash and cash equivalents at beginning of year                      6,969          5,918          6,631 
                                                                ---------      ---------      --------- 
Cash and cash equivalents at end of year                        $   7,286      $   6,969      $   5,918 
                                                                =========      =========      ========= 

Supplemental cash flow information:                                                                     
  Interest paid, net of interest cost capitalized               $  97,968      $  74,745      $  41,533 
  Income taxes paid                                             $ 100,702      $ 123,036      $  93,073 

See Notes to Consolidated Financial Statements. 

30 AZO | Annual Report                                                          

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<< CONSOLIDATED STATEMENTS                                                      
OF STOCKHOLDERS' EQUITY                                                   

                                                        [Enlarge/Download Table]

                                                                                               Accumulated                         
                                                           Additional                             Other                            
                                                 Common      Paid-in      Notes     Retained  Comprehensive   Treasury             
(in thousands)                                    Stock      Capital   Receivable   Earnings       Loss         Stock      Total   
                                                  -----      -------   ----------   --------       ----         -----      -----   
                                                                                                                                   
Balance at August 29, 1998                      $  1,530  $277,528     $           $1,051,745    $           $ (28,746) $1,302,057 
Net income                                                                            244,783                              244,783 
Foreign currency translation adjustment                                                                (3)                      (3)
                                                                                                                        ---------- 
     COMPREHENSIVE INCOME                                                                                                  244,780 
Purchase of 8,657 shares of treasury stock                                                                    (234,602)   (234,602)
Sale of 924 shares of common stock under                                                                                           
   stock option and stock purchase plans              10     7,256                                                           7,266 
Tax benefit of exercise of stock options                     4,300                                                           4,300 
                                                --------  --------     ---------   ----------    --------    ---------  ---------- 
Balance at August 28, 1999                         1,540   289,084                  1,296,528          (3)    (263,348)  1,323,801 
Net income                                                                            267,590                              267,590 
Foreign currency translation adjustment                                                                (2)                      (2)
                                                                                                                         --------- 
     COMPREHENSIVE INCOME                                                                                                  267,588 
Issuance of notes receivable from officers                                (4,463)                                           (4,463)
Purchase of 23,208 shares of treasury stock                  3,315                                            (607,567)   (604,252)
Sale of 361 shares of common stock under                                                                                           
    stock option and stock purchase plans              3     5,452                                                           5,455 
Tax benefit of exercise of stock options                     4,050                                                           4,050 
                                                --------   ---------    ---------   ----------    --------    ---------  ----------
Balance at August 26, 2000                         1,543   301,901        (4,463)   1,564,118          (5)    (870,915)    992,179 
Net income                                                                            175,526                              175,526 
Foreign currency translation adjustment                                                               294                      294 
Unrealized loss on interest rate swap contracts                                                    (5,597)                  (5,597)
                                                                                                                         --------- 
     COMPREHENSIVE INCOME                                                                                                  170,223 
Repayments of notes receivable from officers                               2,552                                             2,552 
Purchase of 14,345 shares of treasury stock                  5,451                                            (366,097)   (360,646)
Retirement of 37,000 shares of treasury stock       (370   (71,781)                  (914,448)                 986,599             
Sale of 2,061 shares of common stock under                                                                                         
   stock option and stock purchase plans              22    46,563                                               1,825      48,410 
Tax benefit of exercise of stock options                    13,495                                                          13,495 
                                                --------   --------    ---------   ----------    --------    ---------  ---------- 
Balance at August 25, 2001                      $  1,195   $295,629    $  (1,911)  $  825,196    $ (5,308)   $(248,588) $  866,213 
                                                ========   ========    =========   ==========    ========    =========  ========== 

See Notes to Consolidated Financial Statements.                                 

                                                         Annual Report | AZO  31

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

NOTE A - SIGNIFICANT ACCOUNTING POLICIES                                        

Business: The Company is principally a retailer of light vehicle parts, supplies
and accessories. At the end of fiscal 2001, the Company operated 3,019 domestic 
auto parts stores in 42 states and the District of Columbia and 21 auto parts   
stores in Mexico. In addition, the Company sells heavy duty truck parts and     
accessories through its 49 TruckPro stores in 15 states, light vehicle          
diagnostic and repair software through ALLDATA and diagnostic and repair        
information through alldatadiy.com.                                             

Fiscal Year: The Company's fiscal year consists of 52 or 53 weeks ending on the 
last Saturday in August.                                                        

Basis of Presentation: The consolidated financial statements include the        
accounts of AutoZone, Inc. and its wholly owned subsidiaries (the Company). All 
significant intercompany transactions and balances have been eliminated in      
consolidation.                                                                  

Merchandise Inventories: Inventories are stated at the lower of cost or market  
using the last-in, first-out (LIFO) method.                                     

Property and Equipment: Property and equipment is stated at cost. Depreciation  
is computed principally by the straight-line method over the following estimated
useful lives: buildings and improvements, 5 to 50 years; equipment, 3 to 10     
years; and leasehold improvements and interests, 5 to 15 years. Leasehold       
improvements and interests are amortized over the terms of the leases.          

Intangible Assets: The cost in excess of fair value of net assets of businesses 
acquired is recorded as goodwill and is amortized on a straight-line basis over 
40 years. The Company continually evaluates the carrying value of goodwill. Any 
impairments would be recognized when the expected future undiscounted operating 
cash flows derived from such goodwill is less than its carrying value.          

Preopening Expenses: Preopening expenses, which consist primarily of payroll and
occupancy costs, are expensed as incurred.                                      

Advertising Costs: The Company expenses advertising costs as incurred.          
Advertising expense, net of vendor rebates, was approximately $20.7 million in  
fiscal 2001, $14.4 million in fiscal 2000 and $21.9 million in fiscal 1999.     

Warranty Costs: The Company provides the consumer with a warranty on certain    
products. Estimated warranty obligations are provided at the time of sale of the
product.                                                                        

Financial Instruments: The Company has certain financial instruments which      
include cash, accounts receivable and accounts payable. The carrying amounts of 
these financial instruments approximate fair value because of their short       
maturities.                                                                     

Income Taxes: The Company accounts for income taxes under the liability method. 
Deferred tax assets and liabilities are determined based on differences between 
financial reporting and tax bases of assets and liabilities and are measured    
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.                                                        

Cash Equivalents: Cash equivalents consist of investments with maturities of 90 
days or less at the date of purchase.                                           

Use of Estimates: Management of the Company has made a number of estimates and  
assumptions relating to the reporting of assets and liabilities and the         
disclosure of contingent liabilities to prepare these financial statements in   
conformity with accounting principles generally accepted in the United States.  
Actual results could differ from those estimates.                               

Earnings Per Share: Basic earnings per share is based on the weighted average   
outstanding common shares. Diluted earnings per share is based on the weighted  
average outstanding shares adjusted for the effect of common stock equivalents. 

32  AZO | Annual Report                                                         

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

Revenue Recognition: The Company recognizes sales revenue at the time the sale  
is made.                                                                        

Impairment of Long-Lived Assets: The Company complies with Statement of         
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement  
requires that long-lived assets and certain identifiable intangibles to be held 
and used by an entity be reviewed for impairment whenever events or changes in  
circumstances indicate that the carrying amount of an asset may not be          
recoverable. Also, in general, long-lived assets and certain identifiable       
intangibles to be disposed of are reported at the lower of carrying amount or   
fair value less cost to sell.                                                   

Derivative Instruments and Hedging Activities: On August 27, 2000, the Company  
adopted Statements of Financial Accounting Standards Nos. 133, 137 and 138      
(collectively "SFAS 133") pertaining to the accounting for derivatives and      
hedging activities. SFAS 133 requires the Company to recognize all derivative   
instruments in the balance sheet at fair value. The adoption of SFAS 133 impacts
the accounting for the Company's interest rate hedging program. The Company     
reduces its exposure to increases in interest rates by entering into interest   
rate swap contracts. All of the Company's interest rate swaps are designated as 
cash flow hedges.                                                               

Upon adoption of SFAS 133, the Company recorded the fair value of the interest  
rate swaps in its consolidated balance sheet. Thereafter, the Company has       
adjusted the carrying value of the interest rate swaps to reflect their current 
fair value. The related gains or losses on these swaps are deferred in          
stockholders' equity (as a component of comprehensive income). These deferred   
gains and losses are recognized in income in the period in which the related    
interest rate payments being hedged have been recognized in expense. However, to
the extent that the change in value of an interest rate swap contract does not  
perfectly offset the change in the interest rate payments being hedged, that    
ineffective portion is immediately recognized in income.                        

Recently Issued Accounting Standards: In June 2001, the Financial Accounting    
Standards Board issued SFAS No. 142, "Goodwill and Other Intangible Assets."    
Under SFAS 142, goodwill amortization ceases when the new standard is adopted.  
The new rules also require an initial goodwill impairment assessment in the year
of adoption and annual impairment tests thereafter. The Company is permitted and
has elected to adopt this Statement effective August 26, 2001, the first day of 
fiscal 2002. Application of the non-amortization provisions of SFAS No. 142 is  
expected to result in an increase in net income of $5.3 million ($0.05 per      
share) per year. During fiscal 2002, the Company will perform the first of the  
required impairment tests of goodwill. No impairment loss is expected from the  
initial goodwill impairment test.                                               

Reclassifications: Certain prior year amounts have been reclassified to conform 
with the fiscal 2001 presentation.                                              

NOTE B - RESTRUCTURING AND IMPAIRMENT CHARGES                                   

As a result of a strategic planning process begun during the third quarter of   
2001, the Company established a 15% after-tax return threshold for all current  
and future investments. All of the Company's assets, including long-lived assets
and real estate projects in process, were examined to identify those not meeting
the revised hurdle rate. A total charge of $156.8 million was recorded during   
fiscal 2001 for the following (in thousands):                                   

                                                                [Download Table]
                                                          
Writedown of assets                              $  87,685
Inventory rationalization                           30,133
Accrual of lease obligations                        29,576
Contract settlements/terminations                    6,713
Severance and other                                  2,715
                                                 ---------
                                                 $ 156,822
                                                 =========

The Company evaluated store performance and determined that 51 domestic auto    
parts stores were not meeting acceptable operating targets, which represents    
less than two percent of the chain. A reserve of $4.3 million has been          
established principally for lease commitments for stores to be closed and a     
writedown of $12.5 million has been recorded on the fixed                       

                                                         Annual Report | AZO  33

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FINANCIAL STATEMENTS                                                      

assets in such stores to reduce carrying value to fair value. The effect of     
suspending depreciation on these assets was not significant in fiscal 2001.     
Additionally, a reserve of $2.1 million was established for estimated inventory 
losses expected in closed stores, which is reflected in cost of sales. These    
stores are scheduled to be closed during fiscal 2002. The Company also evaluated
all real estate projects in process and excess properties. These assets have    
been written down to the lower of carrying value or fair value less cost to     
sell, resulting in charges of $21.0 million for asset writedowns and $18.3      
million for net lease obligations. The Company is actively marketing the assets 
held for sale through the use of internal resources and outside agents.         
Management intends to dispose of all assets held for sale within the next 12    
months.                                                                         

Additional impairment charges of $25.0 million were taken related primarily to  
fixed assets associated with the closure of a supply depot in Memphis,          
Tennessee, abandoned or discontinued technology-related assets and assets       
abandoned due to reorganization of departments within the Store Support Center. 
The Company also established a reserve of $7.0 million principally for lease    
commitments associated with the closure of the supply depot and for the office  
building recently leased by the Company's ALLDATA subsidiary that will not be   
occupied.                                                                       

The Company has made a decision to sell TruckPro, its heavy-duty truck parts    
subsidiary. The Company has engaged an investment banking firm to assist in     
identifying a buyer for TruckPro and to facilitate the transaction. Based on    
preliminary offers received, the Company has recorded asset writedowns and      
contractual obligations aggregating $29.9 million. The Company expects to enter 
into a definitive agreement to sell TruckPro before the end of calendar year    
2001.                                                                           

The Company has implemented changes in its marketing and merchandising          
strategies. The new strategies include reducing quantities of product on hand in
excess of anticipated needs and decisions to discontinue certain merchandise.   
This has resulted in an inventory rationalization charge of $28.0 million. This 
charge is reflected in cost of sales. Discontinued inventory will be recalled   
and disposed of during the first quarter of fiscal 2002.                        

NOTE C - ACCRUED EXPENSES                                                       

Accrued expenses consist of the following:                                      

                                                                [Download Table]

                                                   August 25,     August 26,
(in thousands)                                        2001           2000   
--------------                                        ----           ----   
                                                                            
Medical and casualty insurance claims              $   70,719     $   54,970
Accrued compensation and related payroll taxes         49,589         49,137
Property and sales taxes                               45,030         33,341
Accrued sales and warranty returns                     63,467         50,182
Other                                                  63,348         40,052
                                                   ----------     ----------
                                                   $  292,153     $  227,682
                                                   ==========     ==========

NOTE D - INCOME TAXES                                                           

At August 25, 2001, the Company had federal tax net operating loss carryforwards
(NOLs) of approximately $35.6 million that expire in years 2007 through 2017.   
These carryforwards resulted from the Company's acquisition of ALLDATA          
Corporation during fiscal 1996, and Chief Auto Parts Inc. and ADAP, Inc. (which 
had been doing business as "Auto Palace") in fiscal 1998. The use of the federal
tax NOLs is limited to future taxable earnings of these companies and is subject
to annual limitations. A valuation allowance of $8.7 million in fiscal 2001 and 
$9.3 million in fiscal 2000 relates to these carryforwards. In addition, the    
Company has state tax NOLs that expire in years 2002 through 2020. These state  
tax NOLs also resulted from the Company's acquisition of ALLDATA Corporation,   
Chief Auto Parts Inc. and ADAP, Inc. The use of the NOLs is limited to future   
taxable earnings of these companies and is subject to annual limitations. A     
valuation allowance of $6.1 million in fiscal 2001 relates to these             
carryforwards.                                                                  

34  AZO | Annual Report                                                         

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

The provision for income tax expense consists of the following:                 

                                                                [Download Table]

                                                     Year Ended                 
                                   ---------------------------------------------
                                   August 25,        August 26,       August 28,
(in thousands)                        2001              2000             1999   
--------------                        ----              ----             ----   
Current:                                                                        
                                                                                
  Federal                          $  144,538        $  119,259       $   90,018
  State                                13,943             9,003           10,053
                                   ----------        ----------       ----------
                                      158,481           128,262          100,071
Deferred:                                                                       
  Federal                             (42,380)           35,762           38,999
  State                                (4,601)            3,576            3,930
                                   ----------        ----------       ----------
                                      (46,981)           39,338           42,929
                                   ----------        ----------       ----------
                                   $  111,500        $  167,600       $  143,000
                                   ==========        ==========       ==========

Significant components of the Company's deferred tax assets and liabilities are 
as follows:                                                                     

                                                                [Download Table]

                                                August 25,   August 26, 
(in thousands)                                     2001         2000    
--------------                                     ----         ----    
                                                                        
Deferred tax assets:                                                    
   Net operating loss and credit carryforwards  $   25,226   $   20,191 
   Insurance reserves                               22,804       17,089 
   Warranty reserves                                23,684       19,807 
   Accrued vacation                                  5,638        5,092 
   Closed store reserves                            25,585       20,315 
   Inventory reserves                               14,256        4,138 
   Property and equipment                            3,391              
   Other                                            22,030       12,033 
                                                ----------   ---------- 
                                                   142,614       98,665 
Less valuation allowance                           (14,792)      (9,297)
                                                ----------   ---------- 
                                                   127,822       89,368 
Deferred tax liabilities:                                               
   Property and equipment                                        11,062 
   Property taxes                                    6,461        6,912 
                                                ----------   ---------- 
                                                     6,461       17,974 
                                                ----------   ---------- 
Net deferred tax assets                         $  121,361   $   71,394 
                                                ==========   ========== 

A reconciliation of the provision for income taxes to the amount computed by    
applying the federal statutory tax rate of 35% to income before income taxes is 
as follows:                                                                     

                                                                [Download Table]

                                August 25,  August 26,  August 28, 
(in thousands)                     2001        2000        1999    
--------------                     ----        ----        ----    
                                                                   
Expected tax at statutory rate  $  100,459  $  152,317  $  135,724 
State income taxes, net              6,072       8,176       9,089 
Other                                4,969       7,107      (1,813)
                                ----------  ----------  ---------- 
                                $  111,500  $  167,600  $  143,000 
                                ==========  ==========  ========== 

                                                         Annual Report | AZO  35

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

NOTE E - FINANCING ARRANGEMENTS                                                 

The Company's long-term debt as of August 25, 2001, and August 26, 2000,        
consists of the following:                                                      

                                                                [Download Table]

                                                     August 25,  August 26,
(in thousands)                                          2001        2000   
--------------                                          ----        ----   
                                                                           
6% Notes due November 2003                           $  150,000  $  150,000
6.5% Debentures due July 2008                           190,000     190,000
7.99% Notes due April 2006                              150,000            
Bank term loan due December 2003, interest                                 
 rate of 4.95% at August 25, 2001                       115,000            
Bank term loan due May 2003, interest rate of 4.69%     200,000            
Commercial paper, weighted average interest                                
 rate of 3.9% at August 25, 2001,                                          
 and 6.8% at August 26, 2000                            385,447     767,300
Unsecured bank loans                                     15,000     120,000
Other                                                    19,955      22,637
                                                     ----------  ----------
                                                     $1,225,402  $1,249,937
                                                     ==========  ==========

The Company maintains $1.05 billion of revolving credit facilities with a group 
of banks. Of the $1.05 billion, $400 million expires in May 2002. The remaining 
$650 million expires in May 2005. The 364-day facility expiring in May 2002     
includes a renewal feature as well as an option to extend the maturity date of  
the then-outstanding debt by one year. The credit facilities exist largely to   
support commercial paper borrowings and other short-term unsecured bank loans.  
Outstanding commercial paper and short-term unsecured bank loans at August 25,  
2001, of $400.4 million are classified as long-term as the Company has the      
ability and intention to refinance them on a long-term basis. The rate of       
interest payable under the credit facilities is a function of the London        
Interbank Offered Rate (LIBOR), the lending bank's base rate (as defined in the 
agreement) or a competitive bid rate at the option of the Company. The Company  
has agreed to observe certain covenants under the terms of its credit           
agreements, including limitations on total indebtedness, restrictions on liens  
and minimum fixed charge coverage.                                              

During fiscal 2001, the Company entered into two unsecured bank term loans      
totaling $315 million with a group of banks. Of the $315 million, $115 million  
matures in December 2003 and $200 million matures in May 2003. The rate of      
interest payable is a function of LIBOR or the bank's base rate (as defined in  
the agreement) at the option of the Company.                                    

In May 2001, the Company issued $150 million of 7.99% Senior Notes due April    
2006, in a private debt placement. The Senior Notes contain covenants limiting  
total indebtedness and liens. Interest is payable semi-annually.                

All of the Company's debt is unsecured, except for $15 million, which is        
collateralized by property. Maturities of long-term debt are $200 million for   
fiscal 2003, $265 million for fiscal 2004, $420.4 million for fiscal 2005, $150 
million for fiscal 2006 and $190 million thereafter.                            

Interest costs of $1.4 million in fiscal 2001, $2.8 million in fiscal 2000 and  
$2.8 million in fiscal 1999 were capitalized.                                   

The estimated fair value of the 6.5% Debentures and the 6% Notes, which are both
publicly traded, was approximately $174.6 million and $148.1 million,           
respectively, based on the estimated market values at August 25, 2001. The      
estimated fair value of the 6.5% Debentures and the 6% Notes was approximately  
$156.7 million and $136.2 million, respectively, at August 26, 2000. The        
estimated fair values of all other long-term borrowings approximate their       
carrying values primarily because they are short-term or have variable interest 
rates.                                                                          

36  AZO | Annual Report                                                         

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

NOTE F - STOCK REPURCHASE PROGRAM                                               

As of August 25, 2001, the Board of Directors had authorized the Company to     
repurchase up to $1.45 billion of common stock in the open market. In fiscal    
2001, the Company repurchased 14.3 million shares of its common stock at an     
aggregate cost of $366.1 million. Since fiscal 1998, the Company has repurchased
a total of 47.2 million shares at an aggregate cost of $1.2 billion. At times,  
the Company utilizes equity instrument contracts to facilitate its repurchase of
common stock. At August 25, 2001, the Company held equity instrument contracts  
that relate to the purchase of approximately 3.9 million shares of common stock 
at an average cost of $33.67 per share.                                         

Subsequent to year-end, the Board authorized the repurchase of an additional    
$250 million of the Company's common stock in the open market. Additionally in  
fiscal 2002, the Company purchased two million shares in settlement of certain  
equity instrument contracts outstanding at August 25, 2001, at an average cost  
of $28.61 per share.                                                            

NOTE G - EMPLOYEE STOCK PLANS                                                   

The Company has granted options to purchase common stock to certain employees   
and directors under various plans at prices equal to the market value of the    
stock on the dates the options were granted. Options are generally exercisable  
in a three to seven year period, and generally expire after ten years. A summary
of outstanding stock options is as follows:                                     

                                                                [Download Table]

                                               Wtd. Avg.         Number   
                                            Exercise Price      of Shares 
                                            --------------      --------- 
                                                                          
Outstanding August 29, 1998                  $      23.56       9,756,864 
  Granted                                           29.23       2,081,125 
  Exercised                                         12.87        (596,274)
  Canceled                                          28.43        (741,309)
                                             ------------      ---------- 
Outstanding August 28, 1999                         24.95      10,500,406 
  Granted                                           25.96       1,960,256 
  Exercised                                          7.13        (520,186)
  Canceled                                          28.27      (1,172,854)
                                             ------------      ---------- 
Outstanding August 26, 2000                         25.64      10,767,622 
  Granted                                           25.53         908,566 
  Exercised                                         22.12      (2,135,328)
  Canceled                                          27.16      (1,084,683)
                                             ------------      ---------- 
Outstanding August 25, 2001                  $      26.33       8,456,177 
                                             ============      ========== 

The following table summarizes information about stock options outstanding at   
August 25, 2001:                                                                

                                                        [Enlarge/Download Table]

                                         Options Outstanding           Options Exercisable   
                                    -----------------------------  --------------------------
                                     Wtd. Avg.       Wtd. Avg.                      Wtd. Avg.
     Range of                        Exercise    Contractual Life                   Exercise 
  Exercise Price    No. of Options     Price        (in years)     No. of Options    Price   
  --------------    --------------     -----        ----------     --------------    -----   
                                                                                             
$ 4.86  -  $ 24.00    1,950,945     $     21.17        6.27             606,774    $    18.34
 24.63  -    25.25    2,093,325           25.06        4.19           1,335,640         25.17
 25.56  -    27.88    1,956,316           26.82        6.68             515,604         27.04
 28.00  -    32.81    1,990,999           30.23        6.70             396,849         29.66
 33.31  -    45.53      464,592           34.97        6.82              90,189         34.81
------------------    ---------     -----------        ----           ---------    ----------
$ 4.86  -  $ 45.53    8,456,177     $     26.33        5.98           2,945,056    $    24.99
==================    =========     ===========        ====           =========    ==========

Options to purchase 2.9 million shares at August 25, 2001, 3.5 million shares at
August 26, 2000, and 2.4 million shares at August 28, 1999, were exercisable.   
Shares reserved for future grants were 5.2 million at August 25, 2001.          

                                                         Annual Report | AZO  37

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

Pro forma information is required by SFAS 123, "Accounting for Stock-Based      
Compensation." In accordance with the provisions of SFAS 123, the Company       
applies APB Opinion 25 and related interpretations in accounting for its stock  
option plans and, accordingly, no compensation expense for stock options has    
been recognized. If the Company had elected to recognize compensation cost based
on the fair value of the options granted at the grant date as prescribed in SFAS
123, the Company's net income and earnings per share would have been reduced to 
the pro forma amounts indicated below. The effects of applying SFAS 123 and the 
results obtained through the use of the Black-Scholes option pricing model in   
this pro forma disclosure are not necessarily indicative of future amounts. SFAS
123 does not apply to awards prior to fiscal 1996.                              

                                                                [Download Table]

                                                      Year Ended               
                                       ----------------------------------------
                                       August 25,     August 26,     August 28,
(in thousands, except per share data)     2001           2000           1999   
-------------------------------------     ----           ----           ----   
                                                                               
Net income                                                                     
  As reported                          $  175,526     $  267,590     $  244,783
  Pro forma                            $  168,581     $  258,374     $  234,898
Basic earnings per share                                                       
  As reported                          $     1.56     $     2.01     $     1.64
  Pro forma                            $     1.50     $     1.95     $     1.58
Diluted earnings per share                                                     
  As reported                          $     1.54     $     2.00     $     1.63
  Pro forma                            $     1.48     $     1.93     $     1.57

The weighted average fair value of the stock options granted during fiscal 2001 
was $10.19, during fiscal 2000 was $11.92 and during fiscal 1999 was $12.74. The
fair value of each option granted is estimated on the date of the grant using   
the Black-Scholes option pricing model with the following weighted average      
assumptions for grants in 2001, 2000 and 1999: expected price volatility of 0.34
to 0.37; risk-free interest rates ranging from 3.75% to 6.18%; and expected     
lives between 4.83 and 8.83 years.                                              

Stock options that could potentially dilute basic earnings per share in the     
future, that were not included in the fully diluted computation because they    
would have been antidilutive, were 7.5 million at August 26, 2000, and 3.6      
million at August 28, 1999.                                                     

The Company also has an employee stock purchase plan under which all eligible   
employees may purchase common stock at 85% of fair market value (determined     
quarterly) through payroll deductions. In fiscal 2000, maximum permitted annual 
purchases were increased from $4,000 to $15,000 per employee or 10% of          
compensation, whichever is less. Under the plan, 0.2 million shares were sold in
fiscal 2001, and 0.3 million shares were sold in each of fiscal 1999 and 2000.  
The Company repurchased 0.2 million shares in fiscal years 2001, 2000 and 1999, 
respectively, for sale under the plan. A total of 0.8 million shares of common  
stock is reserved for future issuance under this plan.                          

Under the Second Amended and Restated Directors Stock Option Plan each          
non-employee director will receive an option to purchase 1,500 shares of common 
stock on January 1 of each year. In addition, as long as the non-employee       
director owns common stock valued at least equal to five times the value of the 
annual fee paid to such director, that director will receive an additional      
option to purchase 1,500 shares as of January 1 of each year. New directors     
receive options to purchase 3,000 shares plus a grant of an option to purchase a
number of shares equal to the annual option grant, prorated for the time in     
service for the year.                                                           

Under the Second Amended and Restated Directors Compensation Plan a director may
receive no more than one-half of the annual and meeting fees immediately in     
cash, and the remainder of the fees must be taken in either common stock or the 
fees deferred in units with value equivalent to the value of share of common    
stock as of the grant date ("stock appreciation rights").                       

38  AZO | Annual Report                                                         

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

NOTE H - PENSION AND SAVINGS PLAN                                               

Substantially all full-time employees are covered by a defined benefit pension  
plan. The benefits are based on years of service and the employee's highest     
consecutive five-year average compensation. In fiscal 2000, the Company         
established a supplemental defined benefit pension plan for highly compensated  
employees.                                                                      

The Company makes annual contributions in amounts at least equal to the minimum 
funding requirements of the Employee Retirement Income Security Act of 1974. The
following table sets forth the plan's funded status and amounts recognized in   
the Company's financial statements:                                             

                                                                [Download Table]

                                                August 25,   August 26, 
(in thousands)                                     2001         2000    
--------------                                     ----         ----    
                                                                        
Change in benefit obligation:                                           
Benefit obligation at beginning of year         $   66,990   $   64,863 
Service cost                                        10,339        9,778 
Interest cost                                        5,330        4,523 
Plan amendments                                                   2,037 
Actuarial losses (gains)                            11,437      (12,897)
Benefits paid                                       (2,103)      (1,314)
                                                ----------   ---------- 
Benefit obligation at end of year                   91,993       66,990 

Change in plan assets:                                                  
Fair value of plan assets at beginning of year      65,379       54,763 
Actual return on plan assets                         1,285        2,851 
Company contributions                                9,652        9,481 
Benefits paid                                       (2,103)      (1,314)
Administrative expenses                               (478)        (402)
                                                ----------   ---------- 
Fair value of plan assets at end of year            73,735       65,379 

Reconciliation of funded status:                                        
Funded status of the plan (underfunded)            (18,258)      (1,611)
Unrecognized net actuarial losses                   17,953          768 
Unamortized prior service cost                      (2,167)      (2,686)
                                                ----------   ---------- 
Accrued benefit cost                            $   (2,472)  $   (3,529)
                                                ==========   ========== 

                                                        [Enlarge/Download Table]

                                                          Year Ended                 
                                          ------------------------------------------ 
                                          August 25,      August 26,      August 28, 
                                             2001            2000            1999    
                                             ----            ----            ----    
                                                                                     
Components of net periodic benefit cost:                                             
Service cost                              $   10,339      $    9,778      $    8,022 
Interest cost                                  5,330           4,523           3,727 
Expected return on plan assets                (6,555)         (5,617)         (5,001)
Amortization prior service cost                 (518)           (605)           (606)
Recognized net actuarial losses                                  540             451 
                                          ----------      ----------      ---------- 
                                          $    8,596      $    8,619      $    6,593 
                                          ==========      ==========      ========== 

The actuarial present value of the projected benefit obligation was determined  
using weighted average discount rates of 7.5% at August 25, 2001, 8% at August  
26, 2000, and 7% at August 28, 1999. The assumed increases in future            
compensation levels were generally 5-10% based on age in fiscal 2001, 2000 and  
1999. The expected long-term rate of return on plan assets was 9.5% at August   
25, 2001, August 26, 2000, and August 28, 1999. Prior service cost is amortized 
over the estimated average remaining service lives of the plan participants, and
the unrecognized actuarial gain or loss is amortized over five years.           

                                                         Annual Report | AZO  39

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<< NOTES TO CONSOLIDATED                                                        
FINANCIAL STATEMENTS                                                      

The Company has also established a defined contribution plan ("401(k) plan")    
pursuant to Section 401(k) of the Internal Revenue Code. The 401(k) plan covers 
substantially all employees that meet the plan's service requirements. The      
Company makes matching contributions, on an annual basis, up to a specified     
percentage of employees' contributions as approved by the Board of Directors.   

NOTE I - LEASES                                                                 

A portion of the Company's retail stores, distribution centers and certain      
equipment are leased. Most of these leases include renewal options and some     
include options to purchase and provisions for percentage rent based on sales.  
In addition, some of the leases contain guaranteed residual values.             

Rental expense was $100.4 million for fiscal 2001, $95.7 million for fiscal 2000
and $96.2 million for fiscal 1999. Percentage rentals were insignificant.       

Minimum annual rental commitments under non-cancelable operating leases are as  
follows at the end of fiscal 2001 (in thousands):                               

                                                                [Download Table]

Year                 Amount  
----                 ------  
                             
2002                $ 117,436
2003                  107,838
2004                   90,370
2005                   71,542
2006                   58,883
Thereafter            236,199
                    ---------
                    $ 682,268
                    =========

NOTE J - COMMITMENTS AND CONTINGENCIES                                          

Construction commitments, primarily for new stores, totaled approximately $24   
million at August 25, 2001.                                                     

The Company is a defendant in a lawsuit entitled "Coalition for a Level Playing 
Field, L.L.C., et. al., v. AutoZone, Inc., et. al.," filed in the U.S. District 
Court for the Eastern District of New York in February 2000. The case was filed 
by over 100 plaintiffs, which are principally automotive aftermarket warehouse  
distributors and jobbers, against eight defendants, which are principally       
automotive aftermarket parts retailers. The plaintiffs claim that the defendants
have knowingly received volume discounts, rebates, slotting and other           
allowances, fees, free inventory, sham advertising and promotional payments, a  
share in the manufacturers' profits, and excessive payments for services        
purportedly performed for the manufacturers in violation of the Robinson-Patman 
Act. Plaintiffs seek approximately $1 billion in damages (including statutory   
trebling) and a permanent injunction prohibiting defendants from committing     
further violations of the Robinson-Patman Act and from opening any further      
stores to compete with plaintiffs as long as defendants continue to violate the 
Act. The Company believes this suit to be without merit and will vigorously     
defend against it. The Company and the other defendants filed a motion to       
dismiss this action in the fiscal fourth quarter. Subsequently, on October 23,  
2001, the court overruled a substantial portion of the defendants' motion. While
the Company is unable to predict the outcome of this case, it currently believes
that the matter will not likely result in liabilities material to the Company's 
financial condition or results of operations.                                   

The Company currently, and from time to time, is involved in various other legal
proceedings incidental to the conduct of its business. Although the amount of   
liability that may result from these proceedings cannot be ascertained, the     
Company does not currently believe that, in the aggregate, these other matters  
will result in liabilities material to the Company's financial condition or     
results of operations.                                                          

The Company is self-insured for workers' compensation, automobile, general and  
product liability losses. The Company is also self-insured for health care      
claims for eligible active employees. The Company maintains certain levels for  
stop loss coverage for each self-insured plan. Self-insurance costs are accrued 
based upon the aggregate of the liability for reported claims and an estimated  
liability for claims incurred but not reported.                                 

40  AZO | Annual Report                                                         

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<< REPORT OF INDEPENDENT AUDITORS                                               

STOCKHOLDERS                                                                    
AUTOZONE, INC.                                                                  

We have audited the accompanying consolidated balance sheets of AutoZone, Inc.  
as of August 25, 2001 and August 26, 2000, and the related consolidated         
statements of income, stockholders' equity and cash flows for each of the three 
years in the period ended August 25, 2001. These financial statements are the   
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free  
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audits provide a reasonable basis for our     
opinion.                                                                        

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of AutoZone, Inc. at 
August 25, 2001 and August 26, 2000, and the consolidated results of its        
operations and its cash flows for each of the three years in the period ended   
August 25, 2001, in conformity with accounting principles generally accepted in 
the United States.                                                              

/s/ Ernst & Young, LLP                                                          

Memphis, Tennessee                                                              
September 21, 2001                                                              

<< MANAGEMENT'S REPORT                                                          

AutoZone's management takes responsibility for the integrity and objectivity of 
the financial statements in this annual report. These financial statements were 
prepared from accounting records which management believes fairly and accurately
reflect the operations and financial position of AutoZone.                      

The financial statements in this report were prepared in conformity with        
accounting principles generally accepted in the United States. In certain       
instances, management used its best estimates and judgments based upon currently
available information and management's view of current conditions and           
circumstances.                                                                  

Management maintains a system of internal controls designed to provide          
reasonable assurance that assets are protected from improper use and accounted  
for in accordance with its policies and that transactions are recorded          
accurately in the Company's records. The concept of reasonable assurance is     
based upon a recognition that the cost of the controls should not exceed the    
benefit derived.                                                                

The financial statements of AutoZone have been audited by Ernst & Young LLP,    
independent auditors. The accompanying report is based on an audit conducted in 
accordance with auditing standards generally accepted in the United States,     
including a review of internal accounting controls and financial reporting      
matters.                                                                        

/s/ Robert J. Hunt                                                              

Robert J. Hunt                                                                  
Executive Vice President - Finance                                              
Chief Financial Officer, Customer Satisfaction                                  

                                                         Annual Report | AZO  41

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<< OFFICERS                                                                     
CUSTOMER SATISFACTION                                                     

Steve Odland                                                                    
Chairman, President & CEO                                                       

EXECUTIVE VICE                                                                  
PRESIDENT                                                                       
--------------------------                                                      
Robert J. Hunt                                                                  
Chief Financial Officer                                                         

SENIOR VICE PRESIDENTS                                                          
--------------------------                                                      
Michael B. Baird                                                                
President & COO, TruckPro                                                       

Bruce G. Clark                                                                  
Systems, Technology & Support                                                   
Chief Information Officer                                                       

Brett D. Easley                                                                 
Merchandising                                                                   

Harry L. Goldsmith                                                              
General Counsel & Secretary                                                     

Lisa R. Kranc                                                                   
Marketing                                                                       

Michael E. Longo                                                                
Store Operations                                                                

Robert D. Olsen                                                                 
Mexico, ALLDATA &                                                               
Store Development                                                               

William C. Rhodes, III                                                          
Supply Chain                                                                    

Anthony D. Rose, Jr.                                                            
Advertising                                                                     

Daisy L. Vanderlinde                                                            
Human Resources                                                                 

VICE PRESIDENTS                                                                 
--------------------------                                                      
Jon A. Bascom                                                                   
Systems Technology & Support                                                    

B. Craig Blackwell                                                              
Store Operations                                                                

Michael T. Broderick                                                            
Store Operations                                                                

Michael E. Butterick                                                            
Credit                                                                          

William L. Cone                                                                 
Loss Prevention                                                                 

James A. Cook, III                                                              
Treasurer                                                                       

James Dobbs                                                                     
Design & Construction                                                           

Billy Edwards                                                                   
Merchandising                                                                   

James A. Etzkorn                                                                
Systems Technology & Support                                                    

Larry Fussy                                                                     
Store Operations                                                                

Wm. David Gilmore                                                               
Development                                                                     

Eric S. Gould                                                                   
Supply Chain                                                                    

Bill Graves                                                                     
Supply Chain                                                                    

Tricia K. Greenberger                                                           
Controller                                                                      

William R. Hackney                                                              
Store Operations                                                                

Larry J. Hardy                                                                  
Tax                                                                             

Phillip J. Jackson                                                              
Supply Chain                                                                    

Emma Jo Kauffman                                                                
Investor Relations & External                                                   
Communications                                                                  

Jack Mitchell                                                                   
Merchandising                                                                   

Thomas Newbern                                                                  
Store Operations                                                                

David W. Nichols                                                                
Merchandising                                                                   

Mark A. Palazola                                                                
Merchandising                                                                   

Charlie Pleas III                                                               
Accounting                                                                      

Donald R. Rawlins                                                               
Assistant General Counsel &                                                     
Assistant Secretary                                                             

Richard C. Smith                                                                
Store Operations                                                                

Dennis P. Tolivar, Sr.                                                          
Commercial Operations                                                           

Randy Turner                                                                    
Merchandising                                                                   

Bud Wachenschwanz                                                               
Merchandising Concepts                                                          

Scott Webb                                                                      
Merchandising                                                                   

OTHER CORPORATE OFFICERS                                                        
--------------------------                                                      
Steven G. Beussink                                                              
Assistant Treasurer                                                             

Stephany L. Goodnight                                                           
Assistant Controller                                                            

42  AZO | Annual Report                                                         

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<< THE CEO TEAM                                                                 

The best parts of AutoZone are AutoZoners! We are led by a terrific team of 40  
people, each leading his or her own area, but acting as part of the CEO Team.   
We believe a "40-headed" CEO is the best way to carry inspirational leadership  
to 45,000 AutoZoners. We are "Relentlessly creating the most exciting Zone      
for vehicle solutions!"                                                         

[GROUP PHOTO AND IDENTIFICATION GRAPHIC OF:]                                    

1.  Steve Odland                                                                
2.  Bob Hunt                                                                    
3.  Bruce Clark                                                                 
4.  Brett Easley                                                                
5.  Harry Goldsmith                                                             
6.  Lisa Kranc                                                                  
7.  Mike Longo                                                                  
8.  Bob Olsen                                                                   
9.  Bill Rhodes                                                                 
10. Dean Rose                                                                   
11. Daisy Vanderlinde                                                           
12. Jon Bascom                                                                  
13. Craig Blackwell                                                             
14. Mike Broderick                                                              
15. Mike Butterick                                                              
16. Bill Cone                                                                   
17. Jay Cook                                                                    
18. Jim Dobbs                                                                   
19. Billy Edwards                                                               
20. Jim Etzkorn                                                                 
21. Larry Fussy                                                                 
22. David Gilmore                                                               
23. Eric Gould                                                                  
24. Bill Graves                                                                 
25. Tricia Greenberger                                                          
26. Bill Hackney                                                                
27. Larry Hardy                                                                 
28. Phil Jackson                                                                
29. Emma Jo Kauffman                                                            
30. Jack Mitchell                                                               
31. Tom Newbern                                                                 
32. Dave Nichols                                                                
33. Mark Palazola                                                               
34. Charlie Pleas                                                               
35. Don Rawlins                                                                 
36. Rick Smith                                                                  
37. Dennis Tolivar                                                              
38. Randy Turner                                                                
39. Bud Wachenschwanz                                                           
40. Scott Webb                                                                  

                                                         Annual Report | AZO  43

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<< BOARD OF DIRECTORS                                                           
CUSTOMER SATISFACTION                                                     

[PHOTO OF THE BOARD OF DIRECTORS WITH CAPTION:]                                 

Front row (left to right): Andrew M. Clarkson and W. Andrew McKenna; back row:  
Michael W. Michelson, Charles M. Elson, Edward S. Lampert, N. Gerry House, Steve
Odland, Joseph R. Hyde, III and James F. Keegan                                 

Steve Odland                                                                    
Chairman, President & CEO                                                       

Andrew M. Clarkson (3*)                                                         
Chairman                                                                        
Finance Committee                                                               

Charles M. Elson (4*)                                                           
Edgar S. Woolard Jr. Professor                                                  
of Corporate Governance                                                         
University of Delaware                                                          

N. Gerry House (2)                                                              
President & CEO                                                                 
Institute for Student Achievement                                               

Joseph R. Hyde, III                                                             
Chairman                                                                        
GTx, Inc.                                                                       

James F. Keegan (1*, 4)                                                         
Chairman                                                                        
Adams Keegan, Inc.                                                              

Edward S. Lampert (1, 2*)                                                       
Chief Executive Officer                                                         
ESL Investments, Inc.                                                           

W. Andrew McKenna (1, 2)                                                        
Private Investor                                                                

Michael W. Michelson (3)                                                        
Member of General Partner                                                       
Kohlberg Kravis Roberts & Co. LP                                                

(1) Audit Committee                                                             
(2) Compensation Committee                                                      
(3) Finance Committee                                                           
(4) Nominating and Corporate Governance Committee                               
*   Committee Chairman                                                          

44  AZO | Annual Report                                                         

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<< CORPORATE INFORMATION                                                        

TRANSFER AGENT AND REGISTRAR                                                    
EquiServe                                                                       
P. O. Box 2500                                                                  
Jersey City, New Jersey 07303-2500                                              
(800) 756-8200                                                                  
(201) 324-0498                                                                  
http://www.equiserve.com                                                        

STOCK EXCHANGE LISTING                                                          
New York Stock Exchange                                                         
Ticker Symbol: AZO                                                              

AUDITORS                                                                        
Ernst & Young LLP                                                               
Memphis, Tennessee                                                              

STORE SUPPORT CENTER                                                            
123 South Front Street                                                          
Memphis, Tennessee 38103-3607                                                   
(901) 495-6500                                                                  

AUTOZONE WEB SITE                                                               
http://www.autozone.com                                                         

ANNUAL MEETING                                                                  
The Annual Meeting of Stockholders of AutoZone will be held at 9 a.m. on        
December 13, 2001, at 123 South Front Street, Memphis, Tennessee.               

FORM 10-K/QUARTERLY REPORTS                                                     
Stockholders may obtain free of charge a copy of the Company's annual report on 
Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and   
Exchange Commission or our quarterly press releases by contacting Investor      
Relations at: P. O. Box 2198, Memphis, Tennessee 38101, e-mail                  
investor.relations@autozone.com or phone (901) 495-7185.                        

Copies of all documents filed by the Company with the Securities and Exchange   
Commission, including Form 10-K and Form 10-Q, are also available at the SEC's  
EDGAR server at http://www.sec.gov.                                             

STOCKHOLDERS OF RECORD                                                          
As of August 25, 2001, there were 3,550 stockholders of record, excluding the   
number of beneficial owners whose shares were represented by security position  
listings.                                                                       

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[BACK COVER]                                                                    

 AutoZoners always
put customers first.

 We know our parts
and products. 

Our stores  
look great. 

 And we've got the
best merchandise at 
the right price.

The AutoZone
 `57 Chevy Coin Bank
_________ 

[AUTOMOBILE GRAPHIC]

  [AUTOZONE(R) LOGO]

123 South Front Street
 Memphis, Tennessee 38103-3607
(901) 495-6500

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This ARS Filing		Date		First		Last			Other Filings
		8/29/98		32		38			10-K/A, 5, ARS, 10-K
		8/28/99		26		40			10-K405, 10-K405/A, 5, ARS
		8/26/00		25		42			10-K/A, 10-K
		8/27/00		26		34
For The Period Ended		8/25/01		25		46			10-K, 10-K/A
		8/26/01		28		34
		9/21/01		42
		10/23/01		41
Filed On / Filed As Of		11/16/01							10-K
		12/13/01		46					DEF 14A
Top									List All Filings