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AutoZone EPS up 32% to $1.04; Total Sales Up 3.4%; ROIC Improves to 24.5%

MEMPHIS, Tenn., March 3 -- AutoZone, Inc. today reported sales of $1.159 billion for its second fiscal quarter (12 weeks) ended February 14, 2004, an increase of 3.4% from fiscal 2003. Same store sales, or sales for domestic stores open at least one year, were flat overall. Retail same store sales were down 1% while AZ Commercial same store sales were up 10%. Gross profit, as a percentage of sales, for the quarter improved by 4.4 percentage points while operating expenses, as a percentage of sales, increased by 3.0 percentage points. This resulted in an operating margin of 14.5%, up 1.4 percentage points from last year. Operating profit increased 14.3% over the prior year.

Net income for the quarter increased by 15.6% to $91.7 million, and diluted earnings per share, reflecting net income and the benefit of the company share repurchase program, increased 32% to $1.04 per share from $0.79 per share reported in the year-ago quarter. During the quarter, the Company experienced no one-time gain from warranty.

Return on invested capital for the trailing four quarters increased to 24.5% from 21.4% the previous year.

For the fiscal year-to-date period (24 weeks), sales were $2.44 billion, an increase of 4.4% from the prior year, with a same store sales increase of 1% on flat growth in retail same store sales and 13% growth in AZ Commercial same store sales. Year-to-date net income increased 15.9% to $213.4 million, while diluted earnings per share for the period increased 30.9% to $2.39 from $1.83.

Under its ongoing share repurchase program, AutoZone repurchased 4.0 million shares of its common stock for $337 million during the second quarter. Since 1998, cumulative share repurchases have totaled $3.2 billion, or 76.7 million shares at an average price of $42.04 per share.

For the quarter, gross profit, as a percentage of sales, was 48.7% while operating expenses, as a percentage of sales, were 34.1%. During the quarter, gross profit was affected by the accounting required by the Emerging Issues Task Force Issue 02-16, "Accounting by a Customer (including a Reseller) for Cash Consideration Received from a Vendor" (EITF Issue 02-16). AutoZone adopted the new accounting effective January 1, 2003. For the twelve weeks ended February 14, 2004, this resulted in a change in classification of $29.6 million of vendor funding from operating expenses to cost of goods sold. Excluding the impact of EITF Issue 02-16, gross margin for the quarter would have been 46.1% (versus 44.3% last year) and selling, general and administrative expenses as a percent of sales would have been 31.6% (versus 31.1% last year). This increase in selling, general and administrative expenses as a percent of sales primarily reflects costs associated with the company's initiative to refresh approximately 200 stores during the quarter and to open 62 incremental commercial programs.

The Company reduced its per store inventory levels as of February 14, 2004, to $443 thousand from $471 thousand last year. Total inventory was down while total sales were up 3.4%. Net inventory, defined as inventory less accounts payable, declined on a per store level to $81 thousand from $140 thousand last year.

During the quarter AutoZone opened 40 new stores in the U.S. and 5 new stores in Mexico. As of February 14, 2004, AutoZone sells auto and light truck parts, chemicals and accessories through 3,299 AutoZone stores in 48 states plus the District of Columbia in the U.S. and 55 AutoZone stores in Mexico and also sells the ALLDATA brand diagnostic and repair software. On the web, AutoZone sells diagnostic and repair information and auto and light truck parts through www.autozone.com .

AutoZone will host a one-hour conference call this morning, Wednesday, March 3, 2004, beginning at 9:00 a.m. (CST) to discuss the first quarter results. Investors may listen to the conference call live and review supporting slides on the AutoZone corporate website, www.autozoneinc.com by clicking "Investor Relations," "Conference Calls". The call will also be available by dialing (210) 234-0004. A replay of the call and slides will be available on AutoZone's website. In addition, a replay of the call will be available by dialing (402) 220-4124 through Wednesday, March 10, 2004, at 10:00 p.m. (CST).

This release includes certain financial information not derived in accordance with generally accepted accounting principles ("GAAP"). This information should not be considered a substitute for any measures derived in accordance with GAAP. The Company believes that this information is useful to investors as it indicates more clearly the Company's comparative year-to-year operating results. The financial impact of the adoption of EITF Issue 02-16 was identified as an "adjustment" for comparative purposes. The Company's management uses comparative information regarding the adoption of EITF Issue 02-16 to analyze and compare the Company's underlying operating results. Management also manages the Company's debt levels to a ratio of adjusted debt to EBITDAR, as shown on the attached tables. This is important information for the Company's management of its debt levels. We have included a reconciliation of this information to the most comparable GAAP measures in the accompanying reconciliation tables.

Certain statements contained in this press release are forward-looking statements. These statements discuss, among other things, business strategies and future performance. These forward-looking statements are subject to risks, uncertainties and assumptions, including, without limitation, competition, product demand, the economy, inflation, gasoline prices, consumer debt levels, war and the prospect of war, including terrorist activity, and the availability of commercial transportation. Actual results may materially differ from anticipated results. Please refer to the Risk Factors section of AutoZone's Form 10-K for the fiscal year ended August 30, 2003, for more information related to those risks. AutoZone undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.

  AutoZone's 2nd Quarter Highlights - Fiscal 2004

  Condensed Consolidated Statements of Operations
  2nd Quarter, F2004 Only
  (in thousands, except per share data)
                                                   GAAP Results
                                          12 Weeks Ended    12 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                   $1,159,236        $1,120,696
  Cost of Sales                                  594,925           624,697
  Gross profit                                   564,311           495,999
  Operating SG&A expenses                        395,785           348,501
  Operating profit  (EBIT)                       168,526           147,498
  Interest expense, net                           21,922            19,633
  Income before taxes                            146,604           127,865
  Taxes                                           54,950            48,590
  Net income                                     $91,654           $79,275
  Net income per share:
      Basic                                        $1.06             $0.81
      Diluted                                      $1.04             $0.79
  Weighted Average Shares outstanding:
      Basic                                       86,618            98,446
      Diluted                                     88,028           100,393

                                                 Adjustments
                                          12 Weeks Ended    12 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                         $-                $-
  Cost of Sales                                   29,608
  Gross profit                                   (29,608)
  Operating SG&A expenses                        (29,608)
  Operating profit  (EBIT)                           -
  Interest expense, net                                0
  Income before taxes                                -
  Taxes                                                0
  Net income                                        $-                $-
  Net income per share:
      Basic                                         $-
      Diluted                                       $-
  Weighted Average Shares outstanding:
      Basic                                       86,618
      Diluted                                     88,028

                                                    *Adjusted
                                          12 Weeks Ended    12 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                   $1,159,236        $1,120,696
  Cost of Sales                                  624,533           624,697
  Gross profit                                   534,703           495,999
  Operating SG&A expenses                        366,177           348,501
  Operating profit  (EBIT)                       168,526           147,498
  Interest expense, net                           21,922            19,633
  Income before taxes                            146,604           127,865
  Taxes                                           54,950            48,590
  Net income                                     $91,654           $79,275
  Net income per share:
      Basic                                        $1.06             $0.81
      Diluted                                      $1.04             $0.79
  Weighted Average Shares outstanding:
      Basic                                       86,618            98,446
      Diluted                                     88,028           100,393

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

  Year-to-date 2nd Quarter, F2004
                                                   GAAP Results
                                         24 Weeks Ended    24 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                   $2,441,276        $2,339,331
  Cost of Sales                                1,263,875         1,293,942
  Gross profit                                 1,177,401         1,045,389
  Operating SG&A expenses                        793,771           709,565
  Operating profit  (EBIT)                       383,630           335,824
  Interest expense, net                           42,182            38,738
  Income before taxes                            341,448           297,086
  Taxes                                          128,050           112,900
  Net income                                    $213,398          $184,186
  Net income per share:
      Basic                                        $2.43             $1.87
      Diluted                                      $2.39             $1.83
  Weighted Average Shares outstanding:
      Basic                                       87,679            98,627
      Diluted                                     89,219           100,800

                                                 Adjustments
                                          24 Weeks Ended    24 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                         $-                $-
  Cost of Sales                                   51,228
  Gross profit                                   (51,228)
  Operating SG&A expenses                        (51,228)
  Operating profit  (EBIT)                           -
  Interest expense, net                                0
  Income before taxes                                -
  Taxes                                                0
  Net income                                        $-                $-
  Net income per share:
      Basic                                         $-
      Diluted                                       $-
  Weighted Average Shares outstanding:
      Basic                                       87,679
      Diluted                                     89,219

                                                    *Adjusted
                                          24 Weeks Ended    24 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Net sales                                   $2,441,276        $2,339,331
  Cost of Sales                                1,315,103         1,293,942
  Gross profit                                 1,126,173         1,045,389
  Operating SG&A expenses                        742,543           709,565
  Operating profit  (EBIT)                       383,630           335,824
  Interest expense, net                           42,182            38,738
  Income before taxes                            341,448           297,086
  Taxes                                          128,050           112,900
  Net income                                    $213,398          $184,186
  Net income per share:
      Basic                                        $2.43             $1.87
      Diluted                                      $2.39             $1.83
  Weighted Average Shares outstanding:
      Basic                                       87,679            98,627
      Diluted                                     89,219           100,800

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

  Selected Balance Sheet Information
  (in thousands)
                                        February 14, February 15, August 30,
                                            2004        2003        2003

  Merchandise inventories                $1,487,478  $1,490,172  $1,511,316
  Current assets                          1,600,354   1,577,914   1,584,994
  Property and equipment, net             1,735,505   1,662,567   1,715,753
  Total assets                            3,701,716   3,614,582   3,680,466
  Accounts payable                        1,216,404   1,048,077   1,321,905
  Current liabilities                     1,597,837   1,469,797   1,675,566
  Debt                                    1,786,945   1,339,542   1,546,845
  Stockholders' equity                      233,877     747,774     373,758
  Working capital                             2,517     108,117     (90,572)

  Adjusted Debt / EBITDAR (Trailing 4 Qtrs)

                                       February 14, 2004 February 15, 2003
  Net income                                     546,816           464,485
  Add:  Interest                                  88,234            80,893
           Taxes                                 330,553           284,801
  EBIT                                           965,603           830,179
           Depreciation/Amortization             107,254           112,998
           Rent Expense                          114,213           103,702
  EBITDAR                                      1,187,070         1,046,879

  Debt                                         1,786,945         1,339,542
  Add : Rent x 6                                 685,278           622,214
  Adjusted Debt                                2,472,223         1,961,756

  Adjusted Debt to EBITDAR                           2.1               1.9

  Selected Cash Flow Information
  (in thousands)
                                          12 Weeks Ended    12 Weeks Ended
                                       February 14, 2004 February 15, 2003

  Depreciation                                   $24,392           $25,243
  Capital spending                               $40,123           $31,367

  Cash flow before share repurchase:
  Net increase (decrease) in cash and
   cash equivalents                                  $47               $29
  Subtract increase (decrease) in debt           333,600            26,450
  Subtract share repurchases                    (337,218)          (80,972)
  Cash flow before share repurchases              $3,665           $54,551

                                           24 Weeks Ended    24 Weeks Ended
                                        February 14, 2004 February 15, 2003

  Depreciation                                    $48,342           $50,836
  Capital spending                                $69,478           $61,832

  Cash flow before share repurchase:
  Net increase (decrease) in cash and
   cash equivalents                                  $(31)              $61
  Subtract increase (decrease) in debt            240,100           145,025
  Subtract share repurchases                     (397,663)         (159,495)
  Cash flow before share repurchases             $157,532           $14,531

                                    Trailing 4 Quarters Trailing 4 Quarters
                                      February 14, 2004   February 15, 2003

  Depreciation                                 $107,254            $112,998
  Capital spending                             $189,888            $138,449

  Cash flow before share repurchase:
  Net increase (decrease) in cash and
   cash equivalents                                $152               $(669)
  Subtract increase (decrease) in debt          447,403              87,600
  Subtract share repurchases                 (1,129,263)           (689,267)
  Cash flow before share repurchases           $682,012            $600,998

  Other Selected Financial Information
  (in thousands)
                                        February 14, 2004 February 15, 2003
  Cumulative share repurchases ($):
    On balance sheet                           $3,224,474        $2,095,191
    Forward contracts                                   -           297,525
      Total                                    $3,224,474        $2,392,716

  Cumulative share repurchases (shares):
    On balance sheet                               76,698            62,032
    Forward contracts                                   -             4,283
      Total                                        76,698            66,315

  Shares outstanding, end of quarter               84,756            97,857

                                        February 14, 2004 February 15, 2003

  Return on Equity (ROE)                           111.4%             56.7%

                                   Trailing 4 Quarters  Trailing 4 Quarters
                                    February 14, 2004    February 15, 2003
  Return on Invested
   Capital (ROIC)                                24.5%                21.4%

  AutoZone's 2nd Quarter Fiscal 2004
  Selected Operating Highlights

  Store Count & Square Footage

                                      12 Weeks  12 Weeks  24 Weeks  24 Weeks
                                       Ended     Ended     Ended     Ended
                                      February  February  February  February
                                      14, 2004  15, 2003  14, 2004  15, 2003
  Domestic stores:
        Store count:
        Stores opened                       40        30        80        61
        Stores closed                        0         6         0         7
        Replacement stores                   0         3         1         4
        Total domestic stores            3,299     3,122     3,299     3,122

        Stores with commercial sales     2,048     1,954     2,048     1,954

        Square footage (in thousands):  20,944    19,986    20,944    19,986
        Square footage per store         6,349     6,402     6,349     6,402
  Stores in Mexico:
        Stores opened                        5         1         6         2
        Total stores in Mexico              55        41        55        41

  Sales & Inventory Statistics (Domestic Stores Only):

                                  12 Weeks  12 Weeks  Trailing 4 Trailing 4
                                    Ended     Ended    Quarters   Quarters
                                  February  February   February   February
                                  14, 2004  15, 2003   14, 2004   15, 2003
  Total Retail Sales
   ($ in thousands)               $966,698  $948,733 $4,691,038 $4,577,740 *
     % Increase vs. LY Retail
     Sales                               2%        1%         2%         6%
  Total AZ
   Commercial Sales
   ($ in thousands)               $153,871  $137,972   $711,131   $584,561 *
     % Increase vs. LY AZ
      Commercial Sales                  12%       31%        22%        24%

  Sales per average store
   ($ in thousands)                   $342      $349     $1,683     $1,676 *
  Sales per average square foot         54        55        264        261 *

                                  12 Weeks  12 Weeks    24 Weeks   24 Weeks
                                    Ended     Ended       Ended      Ended
                                  February  February    February   February
                                  14, 2004  15, 2003    14, 2004   15, 2003
   Same store sales -rolling 13
    periods
     Total                               0%        2%          1%       3% *
     Retail vs. commercial
       Retail                           (1%)      (1%)         0%       1% *
       Commercial                       10%       29%         13%      29% *

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

                                    Trailing 4 Quarters  Trailing 4 Quarters
                                     February 14, 2004    February 15, 2003
  Inventory turns:
     Based on average inventories                 1.9 x                2.1 x
     Based on ending inventories                  2.0 x                2.0 x
  Inventory turns, net of payables:
     Based on average inventories                10.7 x                8.4 x
     Based on ending inventories                 11.8 x                6.9 x

  Inventory Statistics (Total Stores):

                                       February 14, 2004  February 15, 2003
  Accounts payable/inventory
   (total company)                                   82%                70%

                                             as of              as of
                                       February 14, 2004  February 15, 2003
  ($ in thousands)
  Gross Inventory                             $1,487,478         $1,490,172
  Gross Inventory / Store                           $443               $471

  Net Inventory (net of payables)               $271,074           $442,095
  Net Inventory / Store                              $81               $140