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AutoZone Third Quarter EPS up 10%; Adjusted EPS up 16%

MEMPHIS, Tenn., May 25, 2005 -- AutoZone, Inc. today reported sales of $1.338 billion for its fiscal third quarter (12 weeks) ended May 7, 2005, down 1.6% from fiscal third quarter 2004. Same store sales, or sales for domestic stores open at least one year, were down 5% for the quarter. Operating margin increased 91 basis points from last year to 19.4%, while operating profit increased 3.2% over the prior year.

Net income for the quarter increased 3.1% over the same period last year to $147.8 million, and diluted earnings per share, reflecting net income and the benefit of the Company's share repurchase program, increased 10.5% to $1.86 per share from $1.68 per share reported in the year-ago quarter.

Under its ongoing share repurchase program, AutoZone repurchased 3.2 million shares of its common stock for $278.6 million during the third quarter, at an average price of $87 per share. Since 1998 cumulative share repurchases have totaled $4.0 billion, or 85.8 million shares at an average price of $46 per share.

For the quarter, gross profit, as a percentage of sales, was 50.3% (versus 49.7% last year) while operating expenses, as a percentage of sales, were 30.9% (versus 31.2% last year). The improvement in gross margin was largely due to the Company's ongoing category management initiatives as well as reduced sales of discretionary, lower margin, merchandise. The reduction in operating expenses has continued to be driven by a focused effort to reduce expenditures throughout the organization.

Last year's third quarter ended May 8, 2004, contained a $10.6 million non-recurring gain from warranty. Excluding last year's credit, operating profit increased 7.8% and diluted earnings per share increased 15.8% to $1.86 versus the year-ago quarter of $1.61.

The Company's gross per store inventory level (the reported balance sheet inventory, which is total inventory less supplier owned pay-on-scan inventory) as of May 7, 2005, was $458 thousand versus $447 thousand last year. Net inventory, defined as gross inventory less accounts payable, decreased on a per store level to $59 thousand from $74 thousand last year reflecting an increase in accounts payable to 87.2% of inventory from 83.5% of inventory in the prior year. The increase in gross inventory levels reflects the Company's efforts to invest in the right part at the right place to further enhance its industry-leading brand in the eyes of its customers.

"I'd like to thank all our AutoZoners across the country for delivering another record quarter of EPS. However, sales were considerably weaker this quarter than expected. This shortfall has challenged us to take a fresh look at our opportunities for driving profitable sales. While we are encouraged by many of the new initiatives we've implemented, such as the expansion of our inventory coverage at the store level through 'Project Got It,' we will be doing more going forward to grow sales profitably. Our financial model continues to be strong. We will maintain our disciplined approach to growing operating earnings and utilizing our capital effectively, while looking to leverage our industry-leading financial metrics," said Bill Rhodes, President and Chief Executive Officer.

During the quarter ended May 7, 2005, AutoZone opened 33 new stores, replaced 2 stores, and closed 2 stores in the U.S. while additionally opening 6 new stores in Mexico. As of May 7, 2005, the Company had 3,505 domestic stores and 73 stores in Mexico.

AutoZone is the nation's leading retailer of automotive parts and accessories. Each store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. Many domestic stores also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, and service stations. AutoZone also sells the ALLDATA brand diagnostic and repair software. On the web, AutoZone sells diagnostic and repair information, and auto and light truck parts through http://www.autozone.com/ . AutoZone does not derive revenue from automotive repair or installation.

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. Management 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.

  AutoZone's 3rd Quarter Highlights - Fiscal 2005

  Condensed Consolidated Statements of Operations
  3rd Quarter
  (in thousands, except per share data)

                                       GAAP Results          Adjustments
                                   12 Weeks    12 Weeks   12 Weeks 12 Weeks
                                    Ended       Ended      Ended    Ended
                                    May 7,      May 8,     May 7,   May 8,
                                     2005        2004       2005     2004*

  Net sales                       $1,338,387  $1,360,022     $-        $-
  Cost of sales                      665,283     683,835      -      10,625
  Gross profit                       673,104     676,187      -     (10,625)
  Operating, SG&A expenses           413,642     424,866      -         -
  Operating profit  (EBIT)           259,462     251,321      -     (10,625)
  Interest expense, net               24,223      21,910      -         -
  Income before taxes                235,239     229,411      -     (10,625)
  Income taxes                        87,450      86,000      -      (3,983)
  Net income                        $147,789    $143,411     $-     $(6,642)
  Net income per share:
     Basic                             $1.88       $1.71     $-      $(0.08)
     Diluted                           $1.86       $1.68     $-      $(0.08)
  Weighted Average Shares
   outstanding:
     Basic                            78,521      83,897   78,521    83,897
     Diluted                          79,494      85,202   79,494    85,202

  Condensed Consolidated Statements of Operations
  3rd Quarter
  (in thousands, except per share data)
                                                        Adjusted
                                            12 Weeks Ended    12 Weeks Ended
                                              May 7, 2005       May 8, 2004*

  Net sales                                    $1,338,387        $1,360,022
  Cost of sales                                   665,283           694,460
  Gross profit                                    673,104           665,562
  Operating, SG&A expenses                        413,642           424,866
  Operating profit  (EBIT)                        259,462           240,696
  Interest expense, net                            24,223            21,910
  Income before taxes                             235,239           218,786
  Income taxes                                     87,450            82,017
  Net income                                     $147,789          $136,769
  Net income per share:
     Basic                                          $1.88             $1.63
     Diluted                                        $1.86             $1.61
  Weighted Average Shares outstanding:
     Basic                                         78,521            83,897
     Diluted                                       79,494            85,202

  * Fiscal 2004 cost of sales includes a $10.6 million pre-tax gain from
    warranty.

  Year-to-date 3rd Quarter, F2005
                                       GAAP Results          Adjustments
                                  36 Weeks    36 Weeks   36 Weeks 36 Weeks
                                    Ended       Ended      Ended    Ended
                                    May 7,      May 8,     May 7,   May 8,
                                     2005        2004       2005*    2004**

  Net sales                       $3,828,645  $3,801,298     $-        $-
  Cost of sales                    1,952,370   1,947,710      -      26,625
  Gross profit                     1,876,275   1,853,588      -     (26,625)
  Operating, SG&A expenses         1,251,781   1,218,637  (40,321)      -
  Operating profit  (EBIT)           624,494     634,951   40,321   (26,625)
  Interest expense, net               69,659      64,092      -         -
  Income before taxes                554,835     570,859   40,321   (26,625)
  Income taxes                       190,431     214,050   30,219    (9,983)
  Net income                        $364,404    $356,809  $10,102  $(16,642)
  Net income per share:
     Basic                             $4.59       $4.13    $0.13    $(0.19)
     Diluted                           $4.53       $4.06    $0.13    $(0.19)
  Weighted Average Shares
   outstanding:
     Basic                            79,308      86,432   79,308    86,432
     Diluted                          80,369      87,890   80,369    87,890

  Year-to-date 3rd Quarter, F2005
                                                         Adjusted
                                            36 Weeks Ended    36 Weeks Ended
                                              May 7, 2005*     May 8, 2004**

  Net sales                                    $3,828,645        $3,801,298
  Cost of sales                                 1,952,370         1,974,335
  Gross profit                                  1,876,275         1,826,963
  Operating, SG&A expenses                      1,211,460         1,218,637
  Operating profit  (EBIT)                        664,815           608,326
  Interest expense, net                            69,659            64,092
  Income before taxes                             595,156           544,234
  Income taxes                                    220,650           204,067
  Net income                                     $374,506          $340,167
  Net income per share:
     Basic                                          $4.72             $3.94
     Diluted                                        $4.66             $3.87
  Weighted Average Shares outstanding:
     Basic                                         79,308            86,432
     Diluted                                       80,369            87,890

  *  Fiscal year 2005 includes a non-cash adjustment, substantially all of
     which relates to prior years, of $25.4 million (net of tax)
     associated with accounting for leases and leasehold improvements.
     Additionally, fiscal year 2005 income taxes include a $15.3 million
     benefit primarily from the planned one-time repatriation from foreign
     subsidiaries.
  ** Fiscal 2004 cost of sales includes a $26.6 million pre-tax gain from
     warranty.

  Selected Balance Sheet Information
  (in thousands)
                                            May 7,     May 8,    August 28,
                                             2005       2004        2004

  Merchandise inventories                $1,639,190  $1,517,071  $1,561,479
  Current assets                          1,911,738   1,724,497   1,755,757
  Property and equipment, net             1,880,218   1,752,474   1,790,089
  Total assets                            4,168,502   3,869,600   3,912,565
  Accounts payable                        1,429,675   1,266,486   1,429,128
  Current liabilities                     1,816,585   1,670,559   1,751,051
  Debt                                    1,914,525   1,798,917   1,869,250
  Stockholders' equity                      298,746     260,141     171,393
  Working capital                            95,153      53,939       4,706

  Adjusted Debt/EBITDAR (Trailing 4 Qtrs)      May 7, 2005       May 8, 2004
  Net income                                     $573,797          $564,250
  Add:  Interest                                   98,371            90,790
        Taxes                                     316,081           340,000
  EBIT                                            988,249           995,040

  Add:  Depreciation                              130,719           107,063
        Rent expense                              146,924           115,958

  EBITDAR                                      $1,265,892        $1,218,061

  Debt                                         $1,914,525        $1,798,917
  Add:  Rent x 6*                                 752,382           695,747
  Adjusted debt                                $2,666,907        $2,494,664

  Adjusted debt to EBITDAR                            2.1               2.0

  * Excludes the impact from the cumulative lease accounting adjustment
    recorded in the second quarter of fiscal year 2005.

  Selected Cash Flow Information
  (in thousands)
                                         12 Weeks    12 Weeks    36 Weeks
                                           Ended       Ended       Ended
                                       May 7, 2005 May 8, 2004 May 7, 2005

  Depreciation                            $25,345     $24,499     $96,669
  Capital spending                        $68,161     $42,700    $186,939

  Cash flow before share repurchase:
  Net increase (decrease) in cash and
   cash equivalents                       $(2,761)     $7,267        $526
  Subtract increase in debt                13,025      11,972      45,275
  Subtract share repurchases             (278,558)   (132,640)   (308,558)
  Cash flow before share repurchases
   and changes in debt                   $262,772    $127,935    $263,809

  Selected Cash Flow Information
  (in thousands)
                                        36 Weeks   Trailing 4  Trailing 4
                                         Ended      Quarters    Quarters
                                      May 8, 2004 May 7, 2005 May 8, 2004

  Depreciation                            $72,841    $130,719    $107,063
  Capital spending                       $112,178    $259,631    $195,620

  Cash flow before share repurchase:
  Net increase (decrease) in cash and
   cash equivalents                       $(5,300)   $(10,424)     $4,071
  Subtract increase in debt               252,072     115,608     378,950
  Subtract share repurchases             (530,303)   (626,357)   (976,840)
  Cash flow before share repurchases
   and changes in debt                   $272,931    $500,325    $601,961

  Other Selected Financial Information
  (in thousands)
                                              May 7, 2005       May 8, 2004

  Cumulative share repurchases ($):            $3,983,472        $3,357,114

  Cumulative share repurchases (shares):           85,767            78,269
  Shares outstanding, end of quarter               77,317            83,381

                                              May 7, 2005       May 8, 2004

  Return on Equity (ROE)*                          205.2%            131.0%

                                                Trailing 4       Trailing 4
                                                 Quarters         Quarters
                                                  May 7,            May 8,
                                                   2005              2004

  Return on Invested Capital (ROIC)*                24.5%             25.1%

  * Excludes the impact from the cumulative lease accounting adjustment and
    the one-time income tax benefit from the repatriation from foreign
    subsidiaries recorded in the second quarter of fiscal year 2005.

  AutoZone's 3rd Quarter Fiscal 2005
  Selected Operating Highlights

  Store Count & Square Footage

                              12 Weeks    12 Weeks    36 Weeks    36 Weeks
                               Ended       Ended       Ended       Ended
                            May 7, 2005 May 8, 2004 May 7, 2005 May 8, 2004

  Domestic stores:
      Store count:
      Stores opened                  33          38          88         118
      Stores closed                   2           0           3           0
      Replacement stores              2           1           4           2
      Total domestic stores       3,505       3,337

      Stores with commercial
       sales                      2,052       2,199

      Square footage (in
       thousands):               22,236      21,171
      Square footage per
       store                      6,344       6,344
  Stores in Mexico:
      Stores opened                   6           5          10          11
      Total stores in Mexico         73          60          73          60

  Total stores chainwide:         3,578       3,397

  Sales Statistics (Domestic Stores Only):

                              12 Weeks    12 Weeks   Trailing 4  Trailing 4
                               Ended       Ended      Quarters    Quarters
                            May 7, 2005 May 8, 2004 May 7, 2005 May 8, 2004
  Total retail sales ($ in
   thousands)                $1,122,259  $1,140,763  $4,750,163  $4,738,613
     % Increase vs. LY
      retail sales                  (2%)         4%          0%          3%*
  Total commercial sales ($
   in thousands)               $170,425    $179,712    $728,162    $729,608
     % Increase vs. LY
      commercial sales              (5%)        11%          0%         17%*

  Sales per average store ($
   in thousands)                   $370        $398      $1,601      $1,685
  Sales per average square
   foot                              58          63         252         265

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

                              12 Weeks    12 Weeks    36 Weeks    36 Weeks
                               Ended       Ended       Ended       Ended
                            May 7, 2005 May 8, 2004 May 7, 2005 May 8, 2004
  Same store sales                  (5%)         2%         (3%)         2%

  Inventory Statistics (Total Stores):
                                              as of              as of
                                           May 7, 2005        May 8, 2004
  Accounts payable/inventory                       87%                83%

  ($ in thousands)
  Gross inventory**                         $1,639,190         $1,517,071
  Gross inventory**/store                         $458               $447

  Net inventory (net of payables)             $209,515           $250,585
  Net inventory/store                              $59                $74

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

                                                Trailing 4       Trailing 4
                                                 Quarters         Quarters
  Inventory turns:                             May 7, 2005       May 8, 2004
        Based on average inventories               1.8 x              1.9 x
        Based on ending inventories                1.8 x              1.9 x
  Inventory turns, net of payables:
        Based on average inventories               9.8 x              9.3 x
        Based on ending inventories               13.8 x             11.6 x