WilliamC. Rhodes, III – Chairman, President, Chief Executive Officer WilliamT. Giles – Chief Financial Officer, Executive Vice President – Finance,Information Technology, and Store Development

TonyCristello – BB&T Capital Markets SethSchiesel – Credit Suisse GaryBalter – Credit Suisse MatthewFassler – Goldman Sachs DanielleFox – Merrill Lynch GregoryMelich - Morgan Stanley JohnLawrence – Morgan, Keegan and Company DanWewer – Raymond James DavidCumberland – Robert W. Baird & Company MattNemer – Thomas Weisel Partners PeterBenedict – Wachovia Capital Markets

(OperatorInstructions) This is the conference call to discuss AutoZone’s first quarterfinancial results. Mr. Bill Rhodes, the company’s chairman, president, and CEO,will be making a short presentation on the highlights of the quarter. Theconference call will end promptly at 10:00 a.m. Central Time, 11:00 a.m.Eastern Time. Before Mr.Rhodes begins, the company has requested that you listen to the followingstatement regarding forward-looking statements.

Certainstatements contained in this presentation are forward-looking statements.Forward-looking statements typically use words such as “believe,” “anticipate,”“should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,”“positioned,” “strategy,” and similar expressions. These are based onassumptions and assessments made by our management in light of experience andperception of historical trends, current conditions, expected futuredevelopments and other factors that we believe to be appropriate. Theseforward-looking statements are subject to a number of risks and uncertainties,including without limitation: competition; product demand; the economy; creditmarkets; the ability to hire and retain qualified employees; consumer debtlevels; inflation; weather; raw material costs of our suppliers; energy prices;war and the prospect of war, including terrorist activity; availability ofconsumer transportation; construction delays; access to available and feasiblefinancing; and changes in laws or regulations. Forward-lookingstatements are not guarantees of future performance and actual results;developments and business decisions may differ from those contemplated by suchforward-looking statements, and such events could materially and adversely affectour business. Forward-looking statements speak only as of the date made. Exceptas required by applicable law, we undertake no obligation to update publiclyany forward-looking statements, whether as a result of new information, futureevents or otherwise. Actual results may materially differ from anticipatedresults. Please refer to the Risk Factors section of AutoZone’s Form 10-K forthe fiscal year ended August 25, 2007, for more information related to thoserisks. Inaddition to the financial statements presented in accordance with GenerallyAccepted Accounting Principles, AutoZone has provided metrics in thispresentation that are not calculated in accordance with GAAP. For a reconciliationof these metrics, please see AutoZone’s press release in the Investor Relationssection at www.autozoneinc.com.

Mr. Rhodes,you may now begin. William C. Rhodes, III: Good morningand thank you for joining us today for AutoZone’s fiscal 2008 first quarterconference call. With me today is Bill Giles, Executive Vice President andChief Financial Officer, Store Development, and IT, and Brian Campbell, VicePresident, Treasurer, Investor Relations and Tax. Regarding thefirst quarter, I hope you’ve had an opportunity to read our press release andlearn about the quarter’s results. Ifnot, the press release, along with slides complementing our comments today, isavailable on our website, www.autozoneinc.com.Please click on quarterly earnings conference calls to see them. To begin, I’dlike to thank our entire organization, all 55,000 AutoZoners, for theirsignificant efforts that delivered another record earnings quarter. It is theircommitment to providing outstanding customer service that leads to our success.While we are proud to say we’re the nation’s leading retailer and a leadingdistributor of auto parts, that moniker does not come without the hard work anddedication of our AutoZoners. As we beganfiscal 2008 in September itwas important for us to build on the initiatives that were implemented in 2007.Specifically, to gain traction on the additional parts coverage addition, ournew Z-net electronics parts catalogue, our increased focus on continuouscustomer service and cultural training, and our increased attention to makingsure our stores look great. We expectedsales momentum for these initiatives. We expected traction in both our DIYbusiness and commercial business. In fact, we had just finished a quarter ofpositive sales growth in commercial – the first one in a couple of years – and,while we were encouraged by the early traction we had made, we knew we had muchwork to do. I’m happy tosay this morning we have made strides in building upon last year’s momentum. Webelieve we improved the shopping experience for our customers. We feel we havecontinued to improve our parts offering and we’re beginning to gain traction inour commercial business. We continue to believe if we remain focused on livingour pledge to provide wow customer service every day we’ll continue to succeedwell into the future. I believe wehave great brands, a great company and, most importantly, great AutoZonersexecuting our plans who provide our customers with the trustworthy advice theyneed to maintain and enhance their vehicles. We have hadnumerous inquiries regarding the external challenges facing the U.S. consumerand the potential negative ramifications that has on our business. We haveexpressed in the past that we have seen a negative impact on our sales whenthere has been a significant increase in gas prices. That impact hashistorically been reflected in a low-single-digit percentage impact on oursame-store sales. Additionally,there are certainly other macro-challenges facing the U.S. consumer today, butwe want to reiterate that historically we have not been able to develop astatistical correlation between macro-challenges and our sales performance. Thetwo factors that we believe impact our business over the long term the most arethe number of vehicles on the road, more specifically the number ofseven-year-old and older vehicles and miles driven. We certainlyremain mindful of other developments, but we believe the most importantdeterminant of our future success is our strategies and, more specifically, ourexecution of those strategies. For thequarter, our retail sales increase 3.6%. The additional parts coverage we addedin 2007 was a key contributor to this increase. We continue to evaluate thedecisions we made last year, our first year utilizing this new approach, andcontinue to refine our decision-making processes to improve our productassortment. Ourcommercial business continued to build on last quarter’s modest sales gain andwe are encouraged by our 4.3% sales increase in this business during the firstquarter. As we transitioned away from our supply chain relationship with Midas,which occurred at the end of June, we were pleased to overcome that headwindand more than offset that loss of business. Our commercial customers haveresponded positively to the many initiatives we implemented last year andspecifically to the substantial improvement in our parts coverage. We believewe can continue to gain sales traction in this business going forward. This morningwe would like to communicate three key things about AutoZone and our business.First, we are encouraged by the progress we are making on our initiatives. Webelieve that the customer experience in both our retail and commercialbusinesses is improving and we are well positioned to continue to profitablygrow these businesses well into the future. Second, as Imentioned before, there are certainly macro-challenges that appear to beimpacting the U.S. consumer. We are aware of those factors and continuallymonitor them. Will these factors negatively impact our business? Only time willtell. However, we believe the most important factor that will continue todetermine our success is how we manage this business. Third, wewant to reiterate our commitment to managing the business with an eye oncontinuous improvement. We are committed to investing in our most importantassets: our AutoZoners and our stores. We are committed to ongoing training forour AutoZoners, as well as investment in merchandise additions and storepresentations to improve our customers’ experience and grow our sales. Wemeasure our efforts through customer surveys and focus group research. Ourresults continue to confirm and reaffirm that we are on the right path. For theagenda this morning, I will review our overall financial results and then gointo detail regarding our DIY sales initiatives, commercial initiatives, andMexico. Bill Giles will then provide more detail on our earnings performance,as well as an overview of both our balance sheet and cash flow segments forthis past quarter. Finally, I’ll provide a few closing comments. Regarding thefirst quarter for the 12 weeks ended November 17th, we reportedsales of $1.456 billion; an increase of 4.5% from last year’s first quarter.Same-store sales or sales for stores open more than one year, were up 1.3% forthe quarter. We were pleased with the modest improvement in our sales trendsand specifically pleased with the improvement in our commercial performance. In the firstquarter, gross profit as a percentage of sales was up 71 basis points versuslast year’s quarter while operating expenses as a percentage of sales increasedby 41 basis points. This resulted in an operating margin of 16.3%; up 30 basispoints from last year’s quarter. Operating profit increased to 6.4% versus theprior year. Net incomefor the quarter was $133 million and diluted earnings per share increased 17.4%to $2.02 from $1.73 in the year ago quarter. Our disciplined capital managementapproach resulted in return on invested capital for the trailing four quartersof 23.0%. This was a solid increase versus last year’s first quarter. Return oninvested capital is a key measure of our success. We have and we will continueto make investments that we believe will generate returns that significantlyexceed our cost of capital. We will not deviate from our efforts to optimizeshareholder value over the long term. We continue to be fiscally prudent withour investments while optimizing our earnings per share. Now I’d liketo talk about our DIY sales results. Total domestic retail sales were up 3.6%for the quarter. During the first quarter we continued to focus on drivingsales and profits for the long term. During thequarter, as is customary, we experienced regional discrepancies in our salesperformance, both positive and negative. However, nothing was material enoughto highlight. Last year wediscussed our organizations focus on living the pledge. In fiscal 2008 thetheme of our operating plan is customers first; the most important element ofthe first line of our pledge. We held our national sales meeting back inSeptember. Then for the balance of the quarter we held regional meetings withour store management team and witiger (sic) meetings in all our stores to conveyour plans for 2008. Once clear theme of our meeting was “we have what we needto succeed.” In support ofthis message, we shared the performance of our President’s Club winners, thetop 5% of our store managers. This year we invited all of our President’s Clubwinners to the national sales meeting and shared how these leaders excelled invirtually every critical measurement we have. From sales to turnover tocustomer satisfaction scores and more, these leaders delivered superiorperformance. This evaluation again revealed to us the importance of continuallyenhancing our AutoZoners leadership capabilities and, as a result, we areenhancing our leadership training. Secondly, wecontinue to focus relentlessly on improving our parts assortment. As mentionedbefore, we are in the second year of using our new parts assortment tool. Wehave learned a great deal from last year’s implementation, both our successesand our mistakes. During the first quarter we implemented product assortmentchanges in 11 of our categories. We are encouraged by our results to date andexcited by the differences our future enhancements can make. We remaincommitted to refreshing our product assortment on a routine basis as this iscritical to keeping our product assortment relevant to the ever-changingvehicle demographics in each store’s trade area. Also duringthe quarter we offered some compelling promotions that we believe contributedto our sales growth. We will continue to focus our marketing efforts oncommunicating trustworthy advice, great value, and quality products to ourcustomers. During thequarter we continued to improve the capabilities of our new parts catalogue,Z-Net, and continued to highlight this terrific customer service enhancement inour marketing campaign. We believe Z-net is gaining traction with our customersas we are able to provide better, more comprehensive information to ourcustomers and assist them with their needs more quickly. Additionally,we continued with our efforts to ensure our stores looked great throughimprovements in merchandise placement and routine maintenance. We believe theappearance of our stores, both internally and externally, are continuing toshow significant improvement. For the firstquarter we experienced a subtle shift towards application or hard parts. Webelieve weather was a major contributor to this shift. Specifically, certainproduct categories that respond to wetter or colder weather, like antifreezeand windshield wipers, were below prior year levels, while other hard partrelated categories benefitted from the warmer, drier weather. We expect thesecategories will revert to more normalized trends as the seasons change. Regardingmacro-trends, during the first quarter gas prices started out high at $2.75 agallon and went up from there, finishing the quarter at $3.11 a gallon.Unfortunately, we cannot control the prices of gas at the pump. However, withmore vehicles on the roads than ever before our ability to grow sales remainstrong over the long run and we believe consumers will ultimately adjust theirspending habits for the higher prices. We will continue to develop marketingprograms that support our customers’ needs during these high-priced times. Forthe quarter, gas prices had a modest negative impact on our sales performance. Regardingmiles driven, we saw a slight increase in miles driven in July and August andthen a decrease in September. Let me reiterate, the two statistics we’ve alwaysfelt have the closest correlation to our market growth: miles driven and thenumber of seven-year-old and older vehicles on the road. While miles drivenhave been challenged recently, there are more registered vehicles on the roadtoday than in our country’s history. For thequarter we estimate that weather had a modest positive impact on our sales.However, as our footprint is national, any regional differences in weatherpatterns are muted and weather differences will certainly normalize over themid to long term. Regardingpricing across the industry, we have not seen any material change in thecompetitive landscape. Overall, consumer price inflation in Q1 remained in thelow single-digit range. For thetrailing four quarters, sales per square foot were $238. This statisticcontinues to set the pace for the rest of the industry. Now let’sturn to commercial. For the quarter, total commercial sales posted an increaseof 4.3% versus last year’s quarter. We now have the commercial program in 2,188stores supported by 133 hub stores. We are in encouraged by the progress we aremaking on our commercial initiatives and by the initial response we are seeingfrom our customers’ purchasing habits. However, there is still much work to bedone. Over a yearago we talked about our new test stores. Those stores have continued to experiencestronger sales performance than our other commercial programs. We havecontinued to implement these enhancements in more stores and today we have over900 stores with additional tools at their disposal. However, we continue to bemethodical in our approach, ensuring our activities are improving ourcustomers’ experience and ultimately lead to sustained improvement in ourbusiness performance. What we’vebeen doing with this business is relatively straightforward as it has takentime to both maintain and gain traction. It has really been about focusing onprofitable growth. To that point we’ve focused on the key drivers. First weidentified the customers that we could most effectively and profitably serve.Those within a reasonable distance of our stores. Second, wefocused our efforts on the categories that were most important to our customersand their business success, which is of course hard parts. This included thesubstantial addition we made to improve our late model inventory coverage. Weare still in the early stages of this initiative, but it has clearly made adifference for us. To succeed in this business, we must leverage our strengthsto deliver a proposition our customers’ value, and that will continue to be ourfocus. Third, we arecommitted to allocating resources to properly support this business. Forexample, we have provided compelling professional marketing materials to oursales force. Previously, our efforts on customer communication were primarilylocally driven. There were minimal comprehensive, cohesive efforts to developand deliver a compelling offering and related messaging to our customers. Webegan implementing this new approach about six months ago and we have receivedpositive feedback from our customers and from our AutoZoners. Additionally, ourbusiness has improved in the product categories that have received thisadditional focus. As we havesignificantly improved the basic elements of our offering, we have added focuson developing our sales force. Our heritage as a company has been as aretailer, where our marketing efforts have been primarily focused on media.However, the commercial business requires a different approach. We have todevelop a direct sales approach and sales force. Over the last several monthswe have worked diligently to develop and implement direct sales force training,materials, and processes. We are pleased with the progress to date, but have significantadditional progress left before we reach our goal of developing a world-classcommercial sales force. Finally, weremain committed to building this business for the long run. We are notinterested in driving short-term sales results at the expense of profits. Webelieve all the items we’ve been discussing are building momentum. Each ofthese pieces must work in a cohesive manner for us to not only attract newcustomers, but improve our penetration with our existing customers. Now let’sturn to Mexico. Our Mexico stores continue to perform well. We opened one newstore during the first quarter. We currently have 124 stores in Mexico. Ourongoing commitment remains to prudently and profitably grow the Mexicobusiness. Now I’ll turnit over to Bill Giles to discuss the remainder of the income statement, cashflows, and balance sheet. Bill? William T. Giles: Thank you,Bill. I’m going to start off with the gross margin. The gross margin for thequarter was 49.9% of sales, up 71 basis points compared to last year’s firstquarter. In the first quarter margins continued to benefit from our ongoingcategory management initiatives, direct import efforts, and slight sales shiftmix toward higher-margin application parts and away from cold weather-relatedsales of lower margin products. Over the lastseveral quarters these efforts have been partially offset by an increase inproduct costs, specifically related to oil-based products and othercommodities. We continue to focus on ensuring we offer the right products asthe right prices to our customers. This includes supply chain initiatives,tailoring merchandise mix, and the continued optimization of ourgood-better-best product lines – all allowing us to price our productsappropriately while giving our customers great value. Our Duralast and DuralastGold product lines continue to show sales increases for the first quarter. Ourcustomers continue to recognize the benefits from buying our better and bestmerchandise lines. Goingforward, we believe there continues to be opportunity for gross marginexpansion, albeit at reduced rates. Our direct import initiative is in itsearly stages, but we are pleased with the progress our merchandisingorganization has made to improve margins while pressures on procurement costscontinue to exist. SG&A forthe quarter was 33.6% of sales, up 41 basis points from last year. Ourdeleverage came primarily from continued higher occupancy costs. Specifically,rent and depreciation were approximately 30 basis points higher than lastyear’s first quarter. We also experienced slight deleverage due to continuedinvestment in our existing store base and in improving our customer serviceoffering. At the same time, we continue to invest in additional marketingefforts and training programs for all AutoZoners in order to improve customerservice. As I havementioned before, the AutoZone culture of thrift and focus on cost managementis an integral part of our ongoing business model. We believe our efforts onimproving customer service implemented during the quarter will pay dividendsinto the future from a sales perspective. While ourexpenditures this past quarter were slightly higher than past quarters, we feelvery comfortable those dollars were invested in order to harvest future salesgrowth. Over the long run we continue to believe we can leverage operatingexpenses on a 1.5% to 2% same-store sales growth rate. EBIDT for thequarter was $237 million, up 6.4% over last year. Interest expense for thequarter was $28.1 million compared with $27.1 million a year ago. Debtoutstanding at the end of the quarter was $2.161 billion or approximately $300million more than last year. The increase in interest expense reflectsprimarily the higher level of debt. We expect interest expense to remain higherthan the previous year due to higher debt level. Our adjusted debt level at 2.2times were higher than our normal guidance of 2.1 times our trailing 12-month EBIDTAR. Let me take amoment here and discuss our company’s decision to adjust our metric this pastquarter. This was purposeful, however not permanent. We expect to return to 2.1times adjusted debt to EBIDTAR by the end of our fiscal year in August 2008.This effort was driven by opportunistic timing on cost of borrowings, as wellas, in our opinion, an attractive stock price. Again, our expectation is toreturn to our 2.1 times metric by the end of our fiscal year. We purposelymanage our capital structure relative to our cash flow in order to maintain ourcredit ratings at investment grade while optimizing our cost of capital. Turning totaxes, for the quarter our tax rate was 36.7%, below last year’s rate of 36.8%.We expect to run approximately a 37% tax rate for fiscal 2008. Net incomefor the quarter of $133 million was up 7% over the prior year. Our dilutedshare count of 65.4 million was down approximately 9% from last year. A combinationof these factors drove earnings per share for the quarter to $2.02, up 17.4%over the prior year. I would like to take a moment to remindeveryone that our 2008 fiscal year has an extra week in it. Every six years orso our fiscal year has this 53rd week in the fourth quarter, so atthe end of this fiscal year we’ll be talking to you about EPS numbers thatinclude an extra week. So we encourage everyone to model with this extra weektaken into account. At the time of reporting we will break out the impact thisextra week had on our business. Relating tothe cash flow statement, in the first quarter we generated $171 million ofoperating cash flow and we repurchased $350 million of AutoZone stock as partof our ongoing stock repurchase program. As stated previously, we remain committedto our targeted adjusted debt to EBIDTAR guidepost as 2.1 times and we expectto return to that metric by the end of the fiscal year. For the firstquarter of this year we reported an industry-leading return on investmentcapital of 23%. We’re proud to report that this metric continues to improveover last year’s already industry leading rate. Finally, I’dlike to take a moment and update you on our inventory levels in total and on aper-store basis. We reported an inventory balance of $2 billion, upapproximately 9% versus the Q1 ending balance last year. This year’s inventorybalance includes approximately $60 million in additional inventory carriedunder our pay-on-scan initiative last year. We have slowly reduced this balancein recent years. On aper-store basis we reported $507,000 per store versus $503,000 in last year’sfirst quarter; an increase of less than 1%. Also, keep in mind that we have hadadded additional parts coverage throughout our category line review and if ithad not been for our diligent work on rationalizing certain unproductiveinventory we could not have freed up the space that we needed for ouradditions. This effort on parts additions will continue for the foreseeablefuture and will allow us to say yes to our customers even more. Accountspayable as a percent of gross inventory finished the quarter at 90% compared to88% last year. Total working capital was less than $1 million versus lastyear’s balance of $110 million. We will continue to focus on minimizing workingcapital as this past quarter reflects. We are committed to continuing ourongoing focus on increasing cash flow. Net fixedassets were up 4.4% versus last year. Capital expenditures for the quartertotalled $45 million and reflect the additional expenditures required to open44 new stores this quarter, maintenance on existing stores, and work on developmentof our new stores for upcoming quarters. Specifically related to new storeopenings, our new stores are on track to achieve at least a 15% IRR and wecontinue to see ample opportunity to open stores in the U.S. at amid-single-digit growth rate for the foreseeable future. We opened 40new stores in the quarter for a total of 3,972 stores in 48 states, theDistrict of Columbia, and Puerto Rico. Our goal remains to open stores moreevenly throughout our fiscal year. We also relocated three stores this pastquarter and we continue to see opportunities to expand this initiative in thefuture. Specifically,we’d like to address the question of self-cannibalization by opening a newAutoZone store near an existing store. We frequently are asked if we caused themost challenged store same-store sales growth. Simply stated, we have not. Wecalculate our self-cannibalization rate during the evaluation stage of ourapproval process for all new stores. While certain stores do cannibalizeexisting stores, the impact of the cannibalization is typically small and thiscannibalization impact is excluded from the new store’s sales project to ensureour new store pro forma meets our internal return hurdle rate. Depreciationtotalled $40 million for the quarter; higher than last year due primarily tonew stores and the accounting for new capital leases initiated at the beginningof Q1 last year. AutoZonecontinues to be one of the few players in our industry to have investment gradedebt ratings. Our senior unsecured debt rating from Standard and Poor’s is DDD+and we have a commercial paper rating of A2. Moodys investor service hasassigned us a senior unsecured debt credit rating of DAA2 and a commercialpaper rating of T2. We continue to be comfortable with our long-term debtratings and leverage ratios. Now I’ll turnit back to Bill. William C. Rhodes, III: Thank you,Bill. While we are certainly pleased to report record earnings and earnings pershare for the quarter, we know we still have substantial opportunities forimprovement. We understand our success is driven by our customers’ dailyexperience with us and we must continue to enhance this experience. We continueto see our customers being more cautious with their buying habits, however webelieve if we focus on the basics of our business we will continue to besuccessful. We believe that we can drive results in this business, even withthe macro-challenges our customers are facing. Our storyremains one of steady, profitable sales improvement. We are about stayingfocused while making methodical improvements in our model so we remain wellpositioned for the future. We continue to feel confident in our long-rangeplans. We believe we have significant opportunity for growth in all three keybusiness priorities: retail, commercial, and Mexico. Two-thousand-eightwill be about refining our hard parts assortment to increase our ability to sayyes. In fact, we have a tremendous opportunity to increase our yes percentageto both our retail and commercial customers. This yearwill also be about testing enhancements to our hub store network to make latemodel parts coverage more accessible to our stores and customers. We believethis optimization can help us improve the productivity of our inventory whilemaking more merchandise available where it counts – at the store. Lastly, 2008will be about growing our commercial business. Customer service will always beour corner stone to improving our customer relationships and our entire companyis committed to providing that wow customer service our patrons have grown toexpect. We will focuson improving the trustworthy advice our AutoZoners deliver through enhancedtraining for our AutoZoners and providing them the tools they need to succeed. As wecontinue to demonstrate industry leading financial metrics we remain diligentstewards of our investors’ capital. We continue to remain focused on optimizinglong-term shareholder value. We will maintain our cost disciplines whileinvesting incrementally in initiatives that exceed our stated 15% after-tax IRRhurdle rate. I thank youtoday for letting us share with you our company’s results and touch on our ongoinginitiatives. We look forward to keeping you abreast of our results well intothe future. Now we’d like to open up the call for questions.

Thank you.(Operator Instructions) Our first question comes from Dan Wewer, Raymond James.Your line is open. Dan Wewer – Raymond James: Thanks. Bill,the growth in your commercial business does not appear to be impacting yourgross margin rate. Could you remind us of the margin differential betweendo-it-yourself and do-it-for-me segments? William C. Rhodes, III: Yeah, what wehave said over time is that there’s certainly margin, that that businessoperates at a lower operating margin than the retail business and it does havelower gross margins, but not that drastically lower. Dan Wewer – Raymond James: Secondquestion. As I recall, you added about $70 million of inventory for theexpanded coverage. Have you had a chance to look at the incremental turns and grossmargin rate on that added inventory? William T. Giles: We have. Infact, we feel good about the productivity of that $70 million worth ofadditions. We think that is contributing in part in addition to excellentcustomer service to the improvement in overall sales growth. So we continue tomonitor it and, as you know, we have a very disciplined approach about howwe’re going through our category line reviews, as Bill mentioned during thecall, and we’re going to continue that and we expect to continue to expand ourparts coverage. At the same time we’re going to continue to be very diligentabout rationalizing out our unproductive inventory to keep our inventoryoverall in check. But so far we’re pleased with the category line reviews thatwe’ve done, the additional inventory that we’ve added into the stores and intothe chain. It’s improving both our commercial business and we think it’s alsoimproving some of our DIY business, as well. William C. Rhodes, III: And Dan, ifyou don’t mind me adding on to that, this is the first year that we’ve had thisnew tool. As I’ve said in the script, we’ve made a lot of good decisions, butwe’ve made some bad ones as well. Now that we’re going through the second yearof that we’re able to refine those decisions and expect to continue to improvethose decision-making processes as we go forward. Dan Wewer – Raymond James: Let me justsay, the last question I had, you just highlighted the weather benefits tomargin rate. As that begins to normalize what would be the impact on margin? Orin other words, you know, how much would you guesstimate was the benefit in Q1? William C. Rhodes, III: Yeah, wequantify specifically other than to say that clearly we had some benefit ingross margin rates from having some of the colder weather lower product marginsbusinesses pushed out a little bit. So that’ll come back to us a little bit inthe next quarter. Dan Wewer – Raymond James: Okay, great.Thanks. Good luck.

Our nextquestion comes from Gary Balter, Credit Suisse. Your line is open. Seth Schiesel – Credit Suisse: Good morning.It’s actually Seth Schiesel for Gary. William T. Giles: We wouldn’thave it any other way. Seth Schiesel – Credit Suisse: Congratulationson a strong quarter, gentlemen. A couple questions for you on the commercialside. You’ve talked in the past about the number of test programs you have. Canyou update us on that? And if you built a better mousetrap now where do youexpect that number to go over the course of this year? William C. Rhodes, III: Seth, as Isaid in the script, we have over 900 stores that are now on that “testprogram.” We don’t really view it as much about a test now as those stores areoperating with a different model than the other ones. I also saidthat we’re going to be methodical about it. One of the things we’ve done in thecommercial business is we’ve had some fits and starts over the years since westarted this business in 1996. We are very committed to making sure that wecontinue to stay the course and be methodical with how we roll this out. Overtime, you know, we do look to roll this new program and its enhanced tools tomore and more stores over time. Will we ever get to all stores? I think that’syet to be determined. Seth Schiesel – Credit Suisse: Okay. Interms of the number of feet on the streets, so to speak, the sales force, whatkind of numbers are we talking about there now and how much do you expect toexpand that? William C. Rhodes, III: Well, wehaven’t quantified the number of people, but it’s directly related to thenumber of stores that are on the test program. So when we originally startedthe program we had 300 or so stores on it. Now we’ve tripled that number. Soyou can assume that we’ve tripled the number of feet on the street since weoriginally rolled this out. Seth Schiesel – Credit Suisse: Okay. Gary Balter – Credit Suisse: Bill. This isGary. William C. Rhodes, III: Hey, Gary. Gary Balter – Credit Suisse: Sorry to theother Bill that I’m on the phone. But can you talk about regional differences?Because you’re obviously nationwide. How bad is California? How bad is Floridaright now? William C. Rhodes, III: You know,Gary, I’m going to go back to what we said in the script that we didn’t seeanything, we’ve certainly seen difference – positive and negative – in regionaldifferences. We believe that most of those are driven by what we do. Are therecertain parts of the area that are more challenged? Yeah, but I also go backto, we’ve never been able to develop a statistical correlation that says thatmacro-economic challenges impact our business. So we said a couple, I guess ayear and a half ago or so that when Florida went through some of the reboundsafter the hurricanes, if there appeared to be an infusion of cash from the FEMAmoney and we saw some benefits from that and saw some detriments that havelasted. But I don’t want to try and draw a correlation that there’s astatistical correlation between macro-economic trends and our sales performancebecause we simply haven’t seen it. Gary Balter – Credit Suisse: Okay. Thankyou.

Our nextquestion comes from Matthew Fassler, Goldman Sachs. Your line is open. Matthew Fassler – Goldman Sachs: Thanks a lot.Congratulations on the nice showing. My question this morning also focuses oncommercial and really trying to hone in on the test stores. If you could justgive us any more colour on the differences between those stores and the rest ofthe commercial stores. Also, what was the cost and time that it takes to rollout those initial measures? They’re in less than half your commercial storesright now and would suggest that if they’re working the opportunity to getadditional traction is significant. William C. Rhodes, III: Well, to thatpoint I’ll start there, Matt. Those additional resources are not that costly ifwe roll them into our higher volume stores. So the bigger concentration ofstores that are on that program are the higher volume commercial stores thathave significant growth prospects. So as we go farther down into thepenetration it’s more challenging than it was at the beginning of parts. Sothat’s why we’re being methodical about it. But as we continue to roll it wecontinue to find more and more success factors. It includeselements, your other question, what elements does it include? It certainlyincludes an outside sales force. It also includes some incentive compensationfor the sales team that’s leading that effort. And additional assets such asadditional trucks and some inventory additions, albeit not terriblysignificant. Matthew Fassler – Goldman Sachs: And is itfair to say that a lot of that pick up that you saw in commercial sales perstore in the quarter related to those 900 units or was it evident more broadlyacross the company? William C. Rhodes, III: We saw growthacross the board, Matt. Those units are growing faster, but we’ve seen niceimprovement across the board. And a lot of the things that we’re working on aregoing to all the stores. Certainly all the parts coverage additions that wemade through our new inventory assortment tool went to all those stores. Theother stores are getting significant improvement as well, just not some of thethings like an outside sales force. Matthew Fassler – Goldman Sachs: Understood.Thank you so much.

Our nextquestion comes from Danielle Fox, Merrill Lynch. Danielle Fox – Merrill Lynch: Thank you. Ihave a couple of questions. First, you mentioned that you now see the companyachieving leverage on a 1.5% to 2% comp. Can you just remind us what theprevious hurdle was for achieving leverage? William T. Giles: I think itwas probably pretty close to the same. We’re going to have variations byquarter, but we think on a long-term basis the 1.5% to 2% same store salesgrowth should generate leverage on an SG&A basis. Danielle Fox – Merrill Lynch: Okay. Andthen you mentioned the occupancy costs. Is that something that you’llanniversary after a year or does this represent a fundamental change in thebusiness? For example, a decision to lease rather than own locations orsomething along those lines. William T. Giles: Yeah, whatwe’re finding is that we’re getting a higher percentage of lease versus ownedstores as we continue to expand the store count overall. So that’s reallywhat’s putting more pressure on SG&A. I mean, at the end of the day itcontinues to still be profitable, it’s just a question of whether it’s betweenSG&A or interest. So what we’re seeing is with the slightly higherpercentage of lease stores versus owned it puts a little bit of pressure onSG&A from an occupancy cost standpoint. Danielle Fox – Merrill Lynch: Okay. Andthen I think there’s been some speculation when industry sales are weak broadlythat maybe there was some, customers were delaying maintenance and repair. Doyou have any sense that that was the case and that maybe you’re seeing a littlebit of that pent up demand hit the sales line or do you think this is more afunction of some of the initiatives that you’re putting in place that may bemore of a market share gain? William C. Rhodes, III: I think thebiggest determinate of our success, Danielle, is what are we doing in ourbusiness? Certainly there can be times of minor pent up demand, but to me it’snot pent up demand, its loss demand. If somebody doesn’t change their brakepads at 20,000 miles and goes to 25,000 miles they’re not going tochange them faster the next time. So are we getting to normalized cycles? Idon’t know. We don’t really see material changes in the macro-performance ofthis industry. The industry seems to grow at about a 4% growth rate on the DIYside and about 4.5% on DIFM. Certainly we see periods of time where gas pricesappear to negatively impact our business, but that doesn’t seem to lastterribly long and, as we mentioned in the script, if we wanted to kind ofcharacterize it, it’s in the single-digit, low-single-digit range. So it’s nota huge determinant of our success. Our point of view is we have to do what’sright for this business over the long term. Danielle Fox – Merrill Lynch: Thank you.

The nextquestion is from John Lawrence from Morgan, Keegan. John Lawrence – Morgan, Keegan and Company: Good morning,guys. Taking that one step further, Bill, could you talk a little bit aboutgoing back to the gross margin issue as far as direct imports and give us alittle timeline as far as the increase in pressure from cost and how thatrelates to different categories in terms of direct imports? Are you seeing anyshift there? What will we look for going forward there? William T. Giles: Yeah, I mean,the import program for us is still relatively immature. We continue to makeprogress and increase in the amount of imports and we think that is (inaudible)our overall product acquisition costs. We see commodity based increasespredominantly from an import standpoint on steel. So many of our hard parts, asyou can imagine, have that as a component (inaudible) put pressure on it. Sothat is one tactic that we have, but we’re very much focused on being able todrive down our overall product acquisition costs so that we can continue to addvalue to our customers on our own term basis. This is something that will taketime. I don’t expect this to have dramatic or significant swing improvement onimports. This is something that will take time and it’ll be over the nextseveral years, but we’ll continue to make improvements in gross margins. John Lawrence – Morgan, Keegan and Company: Thanks. Lastquestion. Bill, would you discuss a little bit, as commercial is getting sortof a better foundation and structure here going forward, how does ALLDATA playinto this and are there some synergies there with using ALLDATA as you getfurther along in that process? William C. Rhodes, III: Yeah,obviously ALLDATA is a terrific tool for the shops to use. As we move forwardwe continue to look for ways to leverage ALLDATA with our commercial salesprogram. There’s some improvements going on there. First, the base product ofALLDATA continues to improve. We’ve also rolled out shop management systems sothat we get more engaged with the shop and we’ve created some electronicordering programs so that our customers can order directly from ALLDATA’ssoftware and order parts from AutoZone. And then ALLDATA has also moved intothe collision business, which gives us another avenue for growth. Not thatwe’re selling collision parts, but in a lot of those collision oriented repairsthere are mechanical parts that have to be repaired as well. So that gives usanother entry into more customers. John Lawrence – Morgan, Keegan and Company: Great. Thanksa lot. William C. Rhodes, III: Thank you.

The nextquestion is from Tony Cristello of BB&T. Tony Cristello – BB&T Capital Markets: Thanks. Goodmorning, gentlemen. William C. Rhodes, III: Good morning. Tony Cristello – BB&T Capital Markets: I guess onequestion I have, can you just give some colour on what your commercialcustomers themselves may be relaying to you in terms of feedback with some ofthe recent changes or initiatives you’ve put in place? William C. Rhodes, III: I think thebiggest point of feedback that they continue to give us is that they havenoticed a significant improvement in our parts coverage. They also, where twoor three years ago we heard a lot of feedback on service and service failures,we hear much less feedback. This is anecdotal, Tony, but much less feedback onservice oriented payers. We attribute that to the implementation of our PDAs,which allow us real time information on how our service is actually occurringat the shop. So when we have service failures we’re able to add new resourcesor correct them in short order. But I think it’s primarily parts coverage andservice improvements. Incidentally,we really spent a lot of the last year, a little over a year, we kind of calledtime out and said we have to get the basics right. Although we’ll never havethem perfectly right, we’ve made some significant improvements on doing thethings that are critically important to our customers. Tony Cristello – BB&T Capital Markets: When you lookthen at wanting to go from 900 stores to however many, ultimately if you chooseto get to all the commercial service stores, what type of spend commitment willyou see? I guess what I’m asking is, what we saw for investment in training andmarketing, some of these investments you made during the quarter that caused alittle bit of deleverage, is that just a sort of ongoing expense as you justcontinue to try to get more out of your business and sort of better match whatthe demand side is for what you’re trying to provide to your customers? William C. Rhodes, III: You know, ifyou look back over the period of time that we rolled these stores out, we havehad some quarters of deleverage in SG&A, but primarily that’s been drivenby the occupancy expense that Bill discussed earlier. To the extent we continueto lease stores and move that interest cost from below the operating margininto the operating margin, we may well continue to have that negative impact.As we’ve said before, we’re not operating with a fixed operating margin. We’reworried about improving operating profit dollars. So my pointwith all that is we continue to roll those programs out and it has never beensomething that we’ve called out as a material change in what our cost structurehas been, so I don’t anticipate it being that case as we move forward. Tony Cristello – BB&T Capital Markets: Well, and Iguess another point to that I would ask is, do you feel like the investmentsthat you’re making, short of the parts assortment, more people or bettermarketing or training, have that resulted yet in driving the revenue or is thatsomething that ultimately, as you get further down the road, you’ll start toget more traction with? William C. Rhodes, III: Well, Icertainly hope that over time we’ll gain more traction, but certainly becausethe performance of those stores has exceeded for an extended period of time theperformance of our base programs that don’t have those additional resources wethink it’s the right thing to do and we think it’s paying out over the longterm. Tony Cristello – BB&T Capital Markets: Okay. And onelast question. On the DIY side of the business, how much detail do you have nowwith respect to tracking the buying patterns of your customer and sort of howloyal they’ve been and sort of the frequency of maybe how much in terms of anoil change intervals might be? Any details you can share with me in terms ofwhat patterns you track. William T. Giles: Yeah, weimplemented an electronic loyalty card program in December of last year. So weare now beginning to compile that information. But it’s the first time we’velook at it. So interpreting trends out of it is rather difficult so far. But webelieve we will be able to do that over the long term. Specificallyoil change intervals, you know, we’ve seen the industry information that saysthey’ve significantly increased over time. We’re working as hard as we can toconvey to our customers that although your owner’s manual may say that you canwait until 7,000 miles or 7,500 miles that that says undernormal operating conditions. And severe operating conditions are characterizedas things like starting and stopping and, you know, the way most of us drive.So we’re continuing to try to remind our customers that they do need to stickto those shorter intervals and what we believe is 3,000 miles. Tony Cristello – BB&T Capital Markets: Okay. Great.Thanks, guys. William C. Rhodes, III: Thank you.

The nextquestion is from David Cumberland of Robert Baird. David Cumberland – Robert W. Baird & Company: Good morning.In the commercial business you mentioned overcoming the change with Midas. Canyou comment on your progress on converting some of that business to moreHotshot business at Midas? William C. Rhodes, III: Well, atMidas we continue to focus very much on the Midas franchisees and growing ourbusiness with them. One of the things that happened when we came out was wewere no longer a “approved” supplier of Midas Hotshot business. But thatdoesn’t mean that a lot of the Midas shops do not continue to buy with us. Sowe’ve had headwind both from the supply chain side as well as on the Hotshotside with Midas. But we continue to do very well with many of the Midas dealersand franchisees and hope to continue to build upon our relationship with them. David Cumberland – Robert W. Baird & Company: Thanks, Bill.Can you also elaborate on the promotions that you mentioned as helping sales?What types of things did you do and also do you plan similar approach goingforward? William C. Rhodes, III: Yeah, we havea normal promotional calendar that we roll out once a period for us orbasically once a month. We change the window signs in our stores. A lot of themhave focused on oil changes. You will see others in the industry that at timeswill focus on price points for each individual quarts. We have focused ourefforts more on the complete job and trying to convey to them to do the wholejob and give them a great reason to come visit our store. Also on the commercialside we continue to roll out the marketing materials that we talked about inthe conference call and have been very excited about what those marketingmaterials admit to our AutoZoners and their ability to make an effective salescall with our customer. We have great stories to tell and a lot of productcategories. As we script that out it helps educate our AutoZoners as well asour customers. We’ve been pleased with that progress. David Cumberland – Robert W. Baird & Company: Thank you.

The nextquestion is from Gregory Melich of Morgan Stanley. Gregory Melich - Morgan Stanley: Thanks, guys.A couple questions. One is, we’ve seen, you’ve mentioned inflation as beinglower mid-single digits. How did that trend sequentially, in particularly withlead and a lot of the commodity prices going up for oil and whatnot? William T. Giles: I would sayit probably hasn’t changed dramatically. We continue to see that. I mean,obviously if we looked at it over the last two years it’s obvious you’d havequite a bit. But there’s no question, you know, that the oil based and energybased commodity prices have been there for quite some time, so we continue tosee pressure on that. And we continue to see some pressure on lead, maybe alittle bit more recently. Gregory Melich - Morgan Stanley: Okay. Somaybe a little bit incremental from lead, but fundamentally from the fourthquarter to the first quarter no shift that’s more than 100 basis points or somethinglike that. William T. Giles: I would saynothing significant. Gregory Melich - Morgan Stanley: Okay. Andthen second is, as you get people off the pay-on-scan do you take theoffsetting benefit, do you typically get it in margin or do you get it frompayables? William T. Giles: It’s morefrom payables. I mean, this is really a financing tool. And again, we’re tosome extent indifferent as to how the vendors want to finance it, whether wewant to be on pay-on-scan or whether we want to negotiate it through terms. Soyeah, we’re committed on a long-term basis to get to 100% A/P’d inventory andwe believe that we can get there. So pay-on-scan is simply one metric that wecan use and obviously we’ve been unwinding that. So if that’s beneficial to thevendors we’re going to continue to do that. But we’ll negotiate it back onterms. Gregory Melich - Morgan Stanley: Okay, great.So that did not have an influence on gross margin? William T. Giles: No. Gregory Melich - Morgan Stanley: Okay. Great.Thanks. William T. Giles: Thank you.

The nextquestion is from Matt Nemer from Thomas Weisel Partners. Matt Nemer, your lineis open. Matt Nemer – Thomas Weisel Partners: Good morning.Sorry about that. My first question is on the weather-related product mixshift. Could you quantify or talk to the impact on traffic ticket and the grossmargin rate in the quarter? William C. Rhodes, III: We haven’treally specifically quantified it as much. I mean, we have certainly set on alonger-term basis that certainly much of our same-store sales is driven alittle bit by overall average ticket versus traffic. Matt Nemer – Thomas Weisel Partners: Okay. Andthen secondly, following up on the last question, the government data shows apretty significant increase in inflation in your product category this quarterversus last quarter. I’m just wondering kind of why your experience would bedifferent than that. Is it the composition of the basket? William T. Giles: Sorry, whenyou say that, I mean, we’re talking really about product acquisition. So ittakes time for that to roll in, etcetera. I mean, we’ve been dealing withincreased inflationary prices on product for some period of time and expect tocontinue to do so. So again, that puts more emphasis on us to continue to tryto reduce our product acquisition costs to the extent that we can pass thoseprices on or the market place passes those prices on and we will continue to doso. So I appreciate the clarification because I don’t want you to think asthough we’re immune from it. We continue to receive significant pressure, Ijust mention that we didn’t see anything in the individual quarter that wassignificant versus what we have been seeing. Matt Nemer – Thomas Weisel Partners: And is therea way to quantify the pass-on rate to consumers? Have you been able to pass on90% of that or is there any way to put some numbers around that? William T. Giles: Yeah, wehaven’t really quantified it. It’s a fair question. I would say that themajority of it has been passed on, is probably the simplest way to say. Iwouldn’t give you an exact percentage, but certainly a majority of it has beenpassed on. Matt Nemer – Thomas Weisel Partners: Okay. That’shelpful. And then lastly, your late model coverage parts that you’ve added incommercial, can you talk to the take rates or the interest in that product seton the DIY side of the business? William C. Rhodes, III: Yeah, that’sa great question. We see significant amount of the sales. Obviously 85% of ourbusiness is in retail. A significant amount of the sales of that late modelinventory is still on the DIY side. It’s a higher percentage on the commercialthan our normal products, but it’s still a significant amount that goes intoDIY sales. Matt Nemer – Thomas Weisel Partners: And which isa bit of a departure I think from what we’ve kind of heard from companies inthis space over the years that your core segment is older model vehicles. Whydo you think you’re having so much success with late model parts? William T. Giles: I think itdepends on the category. Obviously if it’s a part that’s warrantied then we’renot selling those parts. They’re in the three- or four-year cycle. But inplaces like filtration, batteries, brakes, where they’re not under warranty westill get the opportunity to sell them to those folks that maintain theirvehicles themselves. Matt Nemer – Thomas Weisel Partners: Got it.That’s helpful. Thank you. William C. Rhodes, III: Thank you.

The nextquestion is from Peter Benedict of Wachovia. Peter Benedict – Wachovia Capital Markets: Hey, guys, thanksfor taking the call. Most of my questions have been already asked here. Butjust, Bill, when we think about the inventory going forward and the growth,should we think these first quarter trends are somewhat representative of whatwe should think will play out over the balance of the year? Could you just giveus a little more insight into how you see inventory? William T. Giles: Yeah, I thinkfrom an overall inventory level standpoint, again, we’re going to continue to, becausewe have good leverage from an A/P’d inventory standpoint we’re going tocontinue to make sure that we make appropriate investments in our inventory andas part of our category line reviews where we identify opportunities to addadditional inventory to ensure that we can improve our late model coverage inorder to say yes, we’re going to do so. At the same time we’re going to workhard at rationalizing out our own productive inventory. So I think theseinventory levels overall are, feel good to us where we are and as we go forwardwe expect to stay similar to that with probably some slight investments. Peter Benedict – Wachovia Capital Markets: Yeah, that’sfair. And just one quick one on the buy back and the understanding that you’respending is operations dependent. Assuming a similar operating environmentbalance of the year, I mean, you spend about $700 million or $800 million lastyear on the buy back. Any reason why we shouldn’t expect something at least inthat ball park for this year? William C. Rhodes, III: Well, what Iwould tell you is that we’re committed to getting back to our 2.1 times debt EBIDTARmetric by the end of fiscal 2008. Peter Benedict – Wachovia Capital Markets: Perfect. Fairenough. Thanks. William C. Rhodes, III: Thank you,Peter.

And now I’ll turnthe call back over to Bill Rhodes for closing remarks. William C. Rhodes, III: Thank you.Before we conclude the call I’d like to take a moment to reiterate that we areexcited about our growth prospects for the remainder of our fiscal 2008. Weunderstand we have to earn those sales every day. We have a solid game plan,but I want to stress that this is a marathon and not a sprint. While themacro-environment remains challenging our focus is on our critical successfactors. While we have an incredible business model built from a strongfoundation of disciplined processes focused on delivering great customerservice, we understand we cannot take anything for granted. As we continue tofocus on the basics and never take our eye off of optimizing long-term shareholdervalue we are confident we will continue to be incredibly successful. We thank youvery much for participating in today’s call and I want to wish everyone happyholidays. Thank you.