Ray Pohlman - William Rhodes - Chairman of the Board, Chief Executive Officer and President William Giles - Chief Financial Officer, Executive Vice President of Information Technology, Finance & Store Development and Treasurer

Alan Rifkin - BofA Merrill Lynch John Lawrence - Morgan Keegan & Company, Inc. Aram Rubinson Daniel Wewer - Raymond James & Associates, Inc. Kate McShane - Citigroup Inc Anthony Cristello - BB&T Capital Markets Matthew Fassler - Goldman Sachs Group Inc. David Schick Brian Nagel - Oppenheimer & Co. Inc. Michael Baker - Deutsche Bank AG

Good morning, and welcome to the AutoZone Conference Call. [Operator Instructions] This conference call will discuss AutoZone's second quarter financial results. Bill Rhodes, the company's Chairman, President and CEO, will be making a short presentation on the highlights of the quarter. The conference call will end promptly at 10 a.m. Central Time, 11 a.m. Eastern Time. Before Mr. Rhodes begins, the company has requested that you listen to the following statement regarding forward-looking statements.

Certain statements contained in this press release 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 on assumptions and assessments made by our management in light of experience and perception of historical trends, current conditions, expected future developments and other factors that we believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: credit market conditions, the impact of recessionary conditions, competition, product demand, the ability to hire and retain qualified employees, consumer debt levels, inflation, weather, raw material cost of our suppliers, energy prices, war and the prospect of war, including terrorist activity, availability of consumer transportation, construction delays, access to available and feasible financing and changes in laws or regulations. Certain of these risks are discussed in more detail in the Risk Factors section contained in Item 1A under Part 1 of our annual report on Form 10-K for the year ended August 28, 2010, and these risk factors should be read carefully.

Mr. Rhodes, you may now begin.

Good morning, and thank you for joining us today for AutoZone's Fiscal 2011 Second Quarter Conference Call. With me today are Bill Giles, Executive Vice President and Chief Financial Officer, Store Development and IT; and Brian Campbell, Vice President, Treasurer, Investor Relations and Tax. Regarding the second quarter, I hope you had an opportunity to read our press release and learn about the quarter's results. If not, the press release, along with slides complementing our comments today, is available on our website, www.autozoneinc.com. Please click on quarterly earnings conference calls to see them. We are very pleased to announce another very strong quarter of performance, both financially and operationally. Our earnings per share for the second quarter increased by 35.8%, our best performance since the fourth quarter of fiscal 2003, and our domestic same-store sales increased 7.1%. This marks the ninth consecutive quarter of EPS growth in excess of 20% and the 18th consecutive quarter of double-digit EPS growth. I'd like to start our call this morning by thanking all our AutoZoners across North America for their exceptional efforts to deliver on our 1TEAM Going the Extra Mile operating theme in 2011. We have made consistent progress on each of our initiatives, which include hiring, retaining and training the best AutoZoners, enhancing our hub network, leveraging the Internet, profitably growing Commercial and improving our product assortment and inventory management efforts. I'll go into more detail later on these initiatives. However, I'd like to point out that none of these initiatives are radical departures from the initiatives we began over five years ago. I'm confident in saying we believe the strategies we have in place work for the long term. And as evidenced by the last several years, they work in varying economic cycles, year in and year out. We intentionally have not made dramatic changes to our long-term strategies. This has allowed the organization to understand and embrace our strategies and to execute at an exceptionally high level, ultimately delivering great customer service. Our past successes give us confidence that our strategies will position AutoZone for continued growth, both in sales and earnings in all segments of our business, Domestic Retail, Domestic Commercial, Mexico and ALLDATA. Regarding our second quarter results, our Total Auto Parts segment, made up of both our Domestic and Mexico businesses, delivered a 10.3% sales increase. Our other businesses, made up of ALLDATA and E-Commerce, were up 11.2%. There is no question that our industry is experiencing strong growth in both Retail and Commercial sectors, and our competitors have also reported solid growth trends. However, based on sales data provided to us through NPD, our share of both the Retail and Commercial businesses continue to grow for the quarter. In fact, we gained share for the quarter, and according to the detail, we gained share each month of the quarter, November December and January. We believe that the initiatives we highlighted earlier have directly contributed to our ability to increase market share during this period of time. Servicing the customer and providing the degree of trustworthy advice our customers have come to expect from us continues to be a key point of differentiation in the marketplace. We're on a mission everyday to get 4,674 stores delivering a level of WOW! Customer Service that cannot be matched by our competition. While we provide systems and inventory to help in this effort, it all starts with the AutoZoner in the store committing his or her time to addressing our customers' needs. It takes listening and giving an extra effort, or as we call it, going the extra mile. At the same time, we have been proactive to invest in those activities that will drive long-term growth. We've added support at the store level to really differentiate ourselves during these times. I travel significantly every year. I see a lot of stores across the U.S. and in Mexico, and I've talked to a lot of our customers from each of our four areas of concentration. What I see and hear gives me confidence that the strategies we've chosen to implement are the right ones. We continue to make simple, continual, well thought out refinements of our efforts, and when you add them together, they are meaningful to our customers and drive differentiation in the marketplace as evidenced by our performance. I'll take a moment here to talk more specifically about our second quarter performance in a little more detail. As I mentioned, our domestic same-store sales grew at 7.1% for the quarter. Our second quarter, which ended February 12, is typically our lowest sales volume quarter. And given the holiday periods, coupled with weather, it can be and was choppier. Clearly, the severe weather during the late part of the quarter was challenging, although we believe that over time, weather impacts even out. In addition, we have heard from other retailers, as well as our field personnel, that tax refunds had not materialized during January as they did last year. Again, we believe that a large portion of this will likely be timing. Quantifying the impact of either of these is difficult. But rather than focus on items we cannot directly control, what we did was focus on the following: adding additional inventory coverage, continually refining our hub store operations and merchandise assortment and improving our commercial sales and operations activities. Regarding our Commercial results, we reported this morning the third straight quarter of 20% plus sales growth, and our ninth straight quarter of accelerating sales growth in this sector. Although we are very pleased with our rate of growth, we recognize that we currently have a small percentage of market share, which represents a tremendous opportunity for us. I'd also like to recognize our other businesses. ALLDATA and E-Commerce are having another fine quarter, up 11% in sales from this time last year. Now let me give a little color on our mix of sales. The mix continues to be dominated by failure and maintenance-related categories as discretionary sales were much smaller contributor. While failure remained the largest mix at 47% of our total sales, maintenance was steady with last quarter at 40%. A unique call out for the quarter was we would have expected to see failure categories trend even higher on the quarter, as our second quarter, the winter months, do not enjoy as much color, or I'll call it, detailing, as the summer months do. However, our estimation was failure was delayed a bit due to the inability of our customer to get outside and do those failure-related jobs they usually do, given the weather impacts and due to the later timing of the tax refunds this year. That said, we have been within a 1% to 2% range by category, quarter-after-quarter with no fundamental shifts. This quarter, we were pleased with both our customer count and average ticket growth rates. Average ticket remains strong, consistent with previous quarters. However, transactions, while still positive, were lower than last quarter's growth rates. We performed well across North America, and excluding weather-impacted time frames, enjoyed strong performance in all regions. Regarding our execution, we continue to believe that superior execution can be a sustainable point of differentiation for us. In an industry where changes to vehicle technology, brands and systems are constant, we have been keenly focused on evaluating the most efficient ways that we can fulfill our customers' needs. With our hub store conversions and continual refinements to our hard parts assortment, we've been adding significant amounts of merchandise. This past quarter, we proactively added new coverage into our inventory assortment earlier in the year than last year, so that we will be better prepared for the spring selling season. A majority of these additions remain new coverage. As the average age of cars on the road have only increased the last few years, we're seeing the distribution by age of parts sold widening at both ends. While a seven-year-old and older vehicle is our kind of vehicle on the retail front, those customers on the "end older front" continue to shop with us. And the demands from our commercial customers continue to offer us opportunities to drive parts additions earlier in the vehicle life cycle. Additionally, we have been very focused on leveraging the Internet across a variety of fronts. Over the past quarter, we announced several partnerships with shop management firms to make our catalog of products available on their sites. We also announced the launch of our upgraded ALLDATA Manage 4.9 shop management software and announced partnerships with third-party firms to offer their parts ordering interfaces through ALLDATA Manage 4.9. We've been very pleased with our progress on developing our Internet offerings, but we are in the very early innings of our ability to test the growing customer segment that utilizes this venue for ordering their parts. Obviously, more to come on this in the future. Lastly, on the people front, we improved our training area efforts, and we added AutoZoners to grow the business, both for Retail and Commercial. We've also intensified our training efforts, particularly on the Commercial side of the business. Next, I'll give an update on our 2011 initiatives that support our operating plan theme of 1TEAM Going the Extra Mile. 1TEAM is about our desire to ensure that we're providing the very best customer service experience to every customer, regardless of how they choose to interact with us. This effort is around streamlining systems, removing obstacles and reinforcing to AutoZoners to always put customers first. 1TEAM Going the Extra Mile is supported by our 2011 key priorities: great people providing great service, continual refinements and improvements in our hub strategy, leveraging the Internet, profitably growing Commercial, ever improving inventory management and improved product assortments. As I already talked about our training efforts and our 1TEAM approach, let me discuss the hub strategy. At this time, a year ago, we had completed only 82 hub conversions out of our base of 145. By the end of our fiscal year in August, we'd converted all of our hub locations to multiple daily deliveries to their respective satellite stores. This year, we're refining our efforts. This past quarter we actually merged two hubs into one as they were close to each other and finished with a total of 144 hubs. We have also expanded or in the process of expanding or relocating approximately 25 hub locations. While the hub conversions and their more aggressive delivery model have created some pressure on SG&A as a percentage of sales, we see that pressure abating as the year rolls on. Obviously, we'll anniversary these conversions at the end of the fourth quarter. The performance of our hub stores continues to give us great encouragement. We continue to deploy new parts coverage in our hub stores to meet the needs of our customers. Parts proliferation in our industry is not stopping, and our hub efforts are allowing us to more strategically deploy our inventory assortments. Lastly, I will reiterate. Our organization has performed well, and our financial performance has remained healthy. I attribute this solid financial performance to our business model and, of course, our culture. Our planning efforts are exceptional as we feel we have good visibility into business trends, and our team is committed to managing to those trends appropriately. We've been very deliberate in how we manage expenses and capital in order to deliver consistent, strong financial performance and position our business for long-term growth, and we will continue with this strategy well into the future. We should also highlight another strong performance in return on invested capital as we were able to grow this metric to 29.3% on a trailing four-quarter basis, which represents another new all-time high for our organization. We will always maintain our diligence regarding capital stewardship. Before I ask Bill Giles to take over the commentary, I know many are concerned about the industry's ability to do as well in calendar 2011 as it did the last several years, and that's a fair point. We are up against more difficult comparisons going forward. Frankly, more difficult to your comparisons than we have seen in quite some time. But we think the industry remains healthy. We believe many of the same dynamics that were in place last year affecting our customers exist today. At the same time, our financial modeling efforts are always based on conservative assumptions. But our industry remains extremely fragmented in DIY and especially in DIFM. We see the smaller players in our space remain under pressure from the larger players, and this is no different than other categories. I think it is important to remind everyone when we discuss NPD market share, those statistics represent only the small set of large players in the industry who report their sales information to NPD. There is a much larger share, both in DIY and DIFM, that is outside of the NPD data set. We want to continue to gain share in both the share that is included in NPD, as well as the significant business that is excluded from this data. And while we have great respect for all of our competitors, the past results show we are continuing to gain share year-over-year. Now I'll turn it over to Bill Giles to talk about our financial results for the quarter. Bill?

Thanks, Bill. Good morning, everyone. To start this morning, let me take a few moments to talk more specifically about our Retail, Commercial and Mexico results for the quarter. For the quarter, Total Auto Parts sales increased 10.3% versus last year's second quarter's growth of 4.1%. This segmentation includes our Domestic Retail and Commercial businesses and our Mexico stores. This quarter, we completed category line reviews in 13 of our 40 major merchandise categories, improving our parts coverage remains a key priority. Now regarding macro trends during the second quarter, unleaded gas prices started out at $2.88 a gallon and rose steadily, finishing the quarter at $3.13 a gallon. Last year, gas prices were stable throughout the second quarter between $2.63 to $2.75 a gallon. While gas prices have increased, we believe they were not a meaningful driver, positive or negative, to our sales results over the last quarter. Although we are always mindful of the moves in oil prices and how they ultimately can correlate to prices at the pump, it's our belief the consumer has grown accustomed to prices within the current range. One of the data points showing the consumer is used to these prices is the spike over the last several months in light trucks, sport-utility sales in the U.S. They, in fact, outnumbered cars in units sold for the first time in a while. As trucks tend to have lower gas mileage, this tells us prices at the pump in this range have been accepted by consumers. Miles driven remains less of a story to our near-term sales results than in previous years. Recently, October, November showed positive upward trends, 2% and 1.1% respectively, in spite of any gas price impact. While recently we have seen minimal correlation in our sales performance with miles driven, historically it has been one of the key statistics, which correlate to our sales results over the long term. The other is the number of seven-year and older vehicles on the road, which continues to trend in our industry's favor. For the trailing four quarters, Total Auto Parts sales per square foot were $255. This statistic continues to set the pace for the rest of the industry. For the quarter, total Commercial sales increased 21.2%. Our strong results, which began to accelerate in Q1 of 2010, continued in our second quarter. As we have said previously, we've been very pleased with the progress we are making in this business, both operationally and financially. We believe there are ample opportunities for us to continue to improve in many facets of our operations and offerings. And therefore, we are quite optimistic about the future of this business. Our sales growth has come from both existing and new customers. We continue to believe we can grow revenues in existing stores, and we will continue to open additional commercial programs. This past quarter, we opened 43 new programs in markets we believe have strong potential. Year-to-date, we've opened 97 new programs, a substantial acceleration from the last several years. We now have our commercial program in 2,521 stores supported by 144 hub stores. With just 57% of our domestic stores having a commercial program, we believe there is ample opportunity for additional program growth. We remain committed to building a platform for long-term growth, growth in both sales and profits. Our focus this past quarter was to build upon the commercial initiatives that have been in place for well over a year. We continue to watch our sales force mature from its inception just three years ago. We are also training and introducing technology to optimize the productivity of our sales force. We have increased our efforts around analyzing customer purchasing trends and in-stock trends. It's these learnings that have pushed us to add inventory coverage and additional programs. We've had 15 consecutive quarters of sales growth. We have a model that is successful, and we are continuing to test additional enhancements to our offerings. In addition to our focus on further developing our sales force, we have continued to add significant resources to our Commercial business from additional late-model coverage, both in satellite and hub stores to additional labor hours and trucks. In summary, the Commercial business remains on track, and we're excited about our continuing opportunities. Our Mexico stores continue to perform well. We opened eight new stores during the second quarter, and currently have 249 stores in Mexico. We remain resolute in our strategy to open stores at a steady pace while managing our Mexico business for the long run. Our ongoing commitment remains to prudently and profitably grow the Mexico business. Recapping our second quarter performance for the company in total, our sales for the second quarter were $1,661,000,000, an increase of 10.3% from last year's second quarter. Domestic same-store sales, or sales for stores open more than one year, were up 7.1% for the quarter. Now turning to our financial results. Gross margin for the quarter was 50.9% of sales, up 87 basis points compared to last year's second quarter. The improvement in gross margin was attributable to higher margins on merchandise growth and lower shrink expense. The increased merchandise gross margins continued to benefit this quarter from increased penetration of Duralast product sales and lower acquisition costs. I would also be remiss if I didn't acknowledge the tremendous cross functional work led by our loss prevention team regarding our shrink improvements. In regards to inflation and its impacts on comp store sales performance, we have not experienced any significant impact. Although by category there have been some fluctuations, taken as a whole, they have offset each other. We do not currently expect inflation to play a large role in same-store sale results for this fiscal year. However, we cannot be sure as commodity pricing is the main driver in this area. Thus far into the year, inflation has not had a significant impact. Looking forward, we continue to believe there remains opportunity for gross margin expansion. However, we do not manage to a targeted gross profit margin percentage. We are focused on growing absolute gross profit dollars. And gross profit dollars in our Total Auto Parts segment were up 12.4% for the quarter. SG&A for the quarter was 34.6% of sales, down 20 basis points from last year's second quarter. Leverage and SG&A expenses as a percent of sales, was driven by our 7.1% same-store sales results. This leverage was offset in part by increased incentive compensation costs, increased investments in our hub store initiatives and higher advertising expenditures. I should also point out that last year's second quarter benefited from a favorable credit card class action settlement that benefited SG&A by $2.6 million or 17 basis points. Regarding our advertising spend, we moved a portion of it from Q3 to Q2 in order to increase our exposure part of the spring selling season. While our operating expense percentage growth has increased over the last two years, we continue to purposely invest these dollars to position the company for future sales growth. This organization takes great pride in our disciplined approach to managing our cost structure and leveraging our culture of thrift, and we remain committed to appropriately managing expenses in line with overall performance. We continue to be well positioned to manage our cost structure for this foreseeable future. EBIT for the quarter was $272 million, up 18% over last year's second quarter. Our EBIT margin improved to 16.4% or 107 basis points versus the previous year's second quarter. Interest expense for the quarter was $39.6 million compared with $36.3 million in Q2 a year ago, a 9% increase. Debt outstanding at the end of the quarter was $3,249,000,000 or approximately $475 million more than last year's balance of $2,775,000,000. Our adjusted debt level metric finished the quarter at 2.5x EBITDAR. While in any given quarter, we may increase or decrease debt levels based on management's opinion regarding debt and equity market conditions, we remain committed to both our investment grade rating and our capital allocation strategy. And share repurchases are an important element of that strategy. For the quarter, our tax rate was approximately 36.2%, down from last year's second quarter of 36.4%, and we expect to be closer to 37% on an ongoing basis. Net income for the quarter of $148 million was up 20% versus the prior year's second quarter. Our diluted share count of 44.4 million was down approximately 12% from last year's quarter. Combination of these factors drove earnings per share for the quarter to $3.34, up 35.8% over the prior year's second quarter. Relating to the cash flow statement, for the second fiscal quarter of 2011, we generated $84 million of operating cash flow. While year-to-date, we've generated $92 million more in operating cash flow, $34 million lower number in Q2 was driven by the increase in net inventory. We continue to remain focused on increasing operating cash flow in 2011. We repurchased 394 million of Autozone stock in the second quarter. And at the end of the quarter, we had $491 million remaining under our share buyback authorization. We continue to view our share repurchase program as an attractive capital deployment strategy, like to-date, we've bought $9.4 billion of our stock back. Accounts payable as a percent of gross inventory finished the quarter at 104% versus 95% in last year's second quarter. Next I'd like to update you on our inventory levels in total and on a per store basis. We reported an inventory balance of $2.4 billion, up 7% versus the Q2 ending balance last year. While this does reflect more growth than in past quarters, the second quarter historically reflects a higher level of per store inventory due to ordering up and stocking for the spring selling season. Additionally, this year, we intentionally accelerated some hard part category updates into the second quarter in an effort to ensure we were well prepared for the critical spring selling season. Net fixed assets were up 7% versus last year. Capital expenditures for the quarter totaled $63 million, and reflected the additional expenditures required to open 29 new stores this quarter, maintenance on existing stores and work on development of new stores for upcoming quarters. With the new stores opened, we finished this past quarter with 4,425 stores in 48 states, the District of Columbia and Puerto Rico and 249 stores in Mexico for a total store count of 4,674. Depreciation totaled $44.1 million for the quarter versus last year's second quarter expense of $44.5 million. Our senior unsecured debt rating from Standard & Poor's is BBB, and we have a commercial paper rating of A-2. Moody's Investors Service has assigned us a senior unsecured debt rating of Baa2 and a commercial paper rating of P2, and Fitch has assigned us a senior unsecured rating of BBB as well and a commercial paper rating of F2. Finally, our continued disciplined capital management approach resulted in return on invested capital for the trailing four quarters of 29.3%. We have and will continue to make investments that we believe will generate returns that significantly exceed our cost of capital. Now I'll turn it back to Bill Rhodes.

Thanks, Bill. Before we conclude the call, I want to reiterate that our industry's performance has been strong for the last couple of years. But I believe our team's commitment to our culture and our customers, combined with our initiatives, has contributed significantly to our success, as evidenced by our continuing growth in market share in both Retail and Commercial. While our AutoZoners across the organization deserve credit for our past successes, we promise to remain committed to continuing to improve our business model and our operations, focusing on continual refinements but not radical change. We have an exceptional business model that still has tremendous opportunities for further improvement. On April 1, we will celebrate our 20-year anniversary as a public company. In preparation for this event, we have looked back at the last 20 years. During that period of time, we have grown our domestic store count from 553 stores to 4,425. We have added Commercial, Mexico and ALLDATA. Our sales have grown at a compound annual growth rate of 13%, while our earnings per share has grown at 17%, compounded annually. On a split adjusted basis, our stock has grown from $5.75 to $255, representing a total return of over 4,300%. I'm not personally familiar with many companies that have had that kind of sustained performance over a 20-year period. And while our past is impressive, we believe our future is very bright as well. We still have significant opportunities to expand our DIY business on a per store basis and by adding new stores. Our Commercial business is performing very well, but has tremendous opportunities for growth. Our Mexico business is only 12 years old and has substantial opportunities for growth as well, and ALLDATA continues to grow its base business, while also finding exciting expansion opportunities like collision and shop management. For the balance of fiscal 2011, we will continue to focus on our key priorities, great people providing great service, continual refinements and improvements in our hub strategy, leveraging the Internet, profitably growing commercial, ever improving inventory management and improving our product assortment. Finally, before we move to Q&A, I want to again thank and congratulate our entire organization for their dedication to our customers, fellow AutoZoners, stockholders and our communities. Our approach remains consistent. We're focused on again succeeding in 2011, and we are optimistic and excited about the second half of the year. Now we'd like to open up the call to questions.

[Operator Instructions] Our first question today is from John Lawrence of Morgan Keegan. John Lawrence - Morgan Keegan & Company, Inc.: Bill, would you comment just a little bit, digging into Commercial a little bit, the two pieces, if you took those converted hub stores and separated those from the base of those that have not been converted, what would be the delta there on sales improvements?

Well, John, we finished the conversions at the end of the calendar year back in August. And clearly, the hub stores that we converted earlier came out of the gate very strong, but they continue to grow at an accelerated rate even, what, three to four years after they were initially opened. But they grow both on the DIY side and the Commercial side of the business. We think they give us some great opportunity to better leverage our inventory assortment, put more product into the local marketplace. And frankly, we've been very impressed with how they've performed so far, which is what's leading us to this relocation or expansion strategy of our hub stores where frankly, in quite a few of our hub stores we don't have the amount of inventory in those stores because we simply don't have the space. So although we've been very impressed with our results today, we think we still have a long way to go. John Lawrence - Morgan Keegan & Company, Inc.: And secondly, on that, as you have that success with that, and the shop management starts to work and you're getting that call or tied into that customer, how does that change your real estate profile as far as the number of stores that you could see that you could have in a particular market?

Yes, it's a great question. If you look at what's happening in the Commercial side of the business and heard our competitors talk about it as well, more and more online ordering or electronic ordering is growing fairly rapidly. It's still a very small percentage of the day-to-day but has great opportunities for the future. And frankly, it just makes all the sense in the world to leverage the great technology that exists today to make the transaction more efficient for both the customer and for us. With ALLDATA, it provides us a distinct advantage to integrate our electronic ordering very seamlessly within the ALLDATA Manage 4.9 product, and we're very excited about that. That is just now beginning. But we think the future's going to be great. As far as opening new programs, I don't necessarily know that electronic ordering or shop management systems are going to change that over time. As you can tell from what's happened over the last 12 months, we've opened a couple of hundred new programs on Commercial, I think were up about 9%. So we're continuing to expand our footprint. We think we can go significantly farther than we are today. But we want to continue to do it in a prudent and profitable manner. And so I think we'll continue to open programs over the long term. And we think we'll be profitable in doing so.

Our next question is from Dan Wewer with Raymond James. Daniel Wewer - Raymond James & Associates, Inc.: Bill, I'm trying to get a better sense of the incremental impact from growing Commercial on your financial statements. We recognize this is incremental revenues, gross margin rate on Commercial is lower than the house average. But can you talk about the incremental SG&A investment that you need at a store? In other words, is it providing leverage on SG&A, or is it initially, is it an expense headwind? Then also if you could walk through the capital investment, again, the incremental capital investment to support the Commercial growth.

Yes. Sure, Dan. I'll start with the capital investment first. It's very insignificant from a capital point of view. There is some working capital that goes in for incremental inventory, but as you can see with our accounts payable to inventory ratio, we've been able to finance that through our vendors primarily. On the operating expenses, yes, it has a lower gross margin. It also has a higher SG&A burden. So as we've grown our Commercial business at an accelerated rate versus the rest of our business, it presents a fairly significant SG&A headwind. Not only is it presenting an SG&A headwind based upon its core components in the income statement, but we're continuing to invest fairly significantly. We've increased our sales force now to over 250 sales people. Turning back the clock three years ago, we didn't have any. Obviously, our incentive compensation in that business, based on our performance, has been significantly higher. So it's creating a fairly significant headwind in SG&A. But at the end of the day, the ROIC on it is frankly, remarkable. And so we're going to continue to pursue it. It generates incremental operating profit dollars that we are very satisfied with the rates of return on. Daniel Wewer - Raymond James & Associates, Inc.: I recognize the lower gross margin rate is inherent part of Commercial, but is that also true for SG&A? Or is there a point where, let's say, if you're generating $12,000, $13,000 in revenues per week per commercial program, does that SG&A burden change and actually begin to see some leverage?

Clearly, it changes for that part of the business. There's no question about it. Whether or not, it is still slightly dilutive to the Retail business, I think is yet to be determined for us. We're just not that far along. But clearly, it would be less of a burden if we got to that point. And also less of a burden once we get our full infrastructure rolled out to support the Commercial business. Daniel Wewer - Raymond James & Associates, Inc.: The other question I had, the gross margin improvement, it looks like this is the biggest increase since the fourth quarter of 2006. I recognize a big chunk of this is shrink, which you have not talked about in the past. Would your success in this quarter imply that you'll be able to reduce your shrink accrual during the balance of the year?

Well, we certainly have been very impressed with what the team has done on shrink. And shrink is always a tough one to manage, and the team has done a very good job. So we've had a very good result, and we would expect that to continue for the rest of the year. But we still have continued stores to count and more work to be done there, but we're pleased with the trend that we're seeing in shrink right now, and it's attributed to a lot of hard work in the field.

Our next question is from Aram Rubinson with Nomura.

Just a clarification on the shrink, and then one additional question. Was that shrink a change in the rate or reversal of prior years? I'm just trying to put it in context in terms of how much can possibly be ongoing.

It's improved rate performance.

And would you mind giving us a little bit of color around the failure, the maintenance and the discretionary categories, if possible. I know you mentioned failure was around 47%, but how that trended year ago, and whether there's been progress in discretionary and whether or not the change in the economy has any shifting in mix, whether it's exhaust or transmissions or other things to kind of help you understand whether the underlying improvement in the economy is manifesting itself in your business in any way?

Yes. I would say there weren't any significant changes. Clearly, as we've mentioned in our previous remarks, the failure-related categories were performing quite well, then January hit, and people didn't do those kind of jobs. And so that impacted both the failure-related categories and our transaction count. But outside of that period of time, there's nothing terribly significant. Our discretionary purchases have been challenged over time. I think our team is doing a very good job there, but frankly, the economy is not terribly conducive to discretionary purchases at this point in time.

And so are there things that an improved rate of a new vehicle selling rates would be influencing your business, or are you seeing anything around that? And then I'll leave you be.

First of all, the SAAR is projected to go up by $1 million, that hasn't necessarily happened yet. We see no indications in our business of any impact from new car sales at this point in time. And frankly, that just doesn't happen overnight. It will take some period of time, some sustained period of time, before we would see any impact of that. So we don't see anything at this point.

Our next question is from Alan Rifkin with Bank of America. Alan Rifkin - BofA Merrill Lynch: First question for Bill Giles. Bill, you mentioned that you completed category line reviews in 13 of the 40 lines. I was wondering specifically to those 13, what are you seeing with respect to incremental buying power and consolidation of vendors?

For the category line reviews we're really focused predominantly on making sure that we got the best coverage and specifically later model coverage. And one of the things that we changed this year, I was trying to accelerate some of the category line reviews, so that we would be in a better position as we entered the spring season. And what that ultimately equated to was us receiving inventory a little bit earlier in the season, so we think we're better prepared. Relative to consolidation of vendors, we haven't seen significant activity although there has been some consolidation of vendors. We expect that to be a normal course of business over time and continue to have good relations with the vendors. Alan Rifkin - BofA Merrill Lynch: And second question, if I may, is for Bill Rhodes. Bill, with respect to the hub investment, can you maybe shed a little bit more color on exactly what is happening within these 25 hubs where you relocated or expanded? Are you seeing the demand come incrementally greater? I mean, why the incremental investment there, relative to what you thought when you first build these 25 out?

Yes, let me clarify my previous comment. We're going to be expanding or relocating 25 of them, and we're going to do that. If you recall, when we first put our hub stores out, what we generally did was take advantage of second-generation lease spaces where we had a significant incremental square footage that we were not utilizing. That allowed us to go into the stores not have to pay anymore occupancy expense and put additional parts in place. Well, some of these stores are frankly just too small based upon the hub operating model and inventory assortment that we've defined that we want today. But we can sit there and look at the stores that have ample space, that have the right parts assortment, and then look at the stores that are too small. And we can see exactly with a pretty fine tooth comb what we think the sales will be if we expand and relocate those stores and are able to put the right inventory assortment in it. So we have a very high degree of confidence that frankly we're sub-optimizing the inventory assortment, and therefore, the sales in those stores that are too small, so we're going to relocate them or expand them. Alan Rifkin - BofA Merrill Lynch: So if you have not yet relocated or expanded those 25, then can you maybe shed a little bit more color on where the incremental expenses in the current quarter, in the second quarter came from as it relates to the hub investment?

I would say, the hub investment, if you retract time, we expanded our program of doing 3x a day deliveries and completed that rollout in the end of Q4 of last year. And so we're still anniversary-ing that incremental expense and that incremental impact to the organization. So when we talk about hubs impacting SG&A by 23 basis points, we're really talking about the anniversary of that 3x a day delivery that we went in the hub conversions. Relative to the expansion, there really isn't any significant expenses that have been incurred to date, and most of that will wind up being capital as we continue to expand those, both the capital as well as inventory investment.

Our next question is from David Schick with Stifel.

Question first on these gas price spikes we've seen in the past, could you just take us through your perspective on how the consumer reacts, the DIY consumer in particular? Do they seek out efficiency products? Is there an impact we should be looking for on sales or mix?

Yes, at a high level, I mean, obviously, volatility isn't helpful, but we do believe, as you just mentioned, that there's plenty of tactics that we can take to communicate to the consumer during rising or volatile prices in order for them to save money whether it be air filters, fuel injector cleaners and maybe even a locking gas cap. So there's plenty of opportunities for us to communicate to the consumer on how they can increase their miles per gallon through some general maintenance items on their cars. The other one I would probably point out too is, if you kind of look back and think about it, we've had 18 consecutive quarters of double-digit increase in EPS, and certainly, those 18 quarters covered the $4 spike that we incurred a couple of years ago. So we've lived through this before. We don't know what the future will hold. We don't know exactly what gas prices will do in the future. But we certainly have lived through some gas price volatility in the past, and certainly, that's an experience, we're trying to take advantage of that, particularly in communicating with the consumer on how they can improve their gas mileage.

As a second question, could you talk about the long-term operating margin opportunity for Mexico, the market opportunity and the growth there? But as it mixes in over time, how should we think about what that does to your total margin?

I would say the operating margin is very good in Mexico. As the business continues to mature, we expect to see stability and possible improvements in the operating margin for Mexico. It's been a good business for us. We continue to grow stores at almost a 15% and 20% expansion rate, so there's plenty of opportunity for us to continue to grow. And quite frankly, the store base remains relatively immature and probably will so for the next few years.

Our next question is from Tony Cristello with BB&T Capital Markets. Anthony Cristello - BB&T Capital Markets: Bill, you've had such good success on the Commercial side of the business, and I understand that parts coverage is certainly helping that. But when you get down to the local level, in that sales effort into that Professional Installer, you mentioned training, and you mentioned technology. But can you give me, or help us understand a little bit better some of the ability or tools or learning that you're doing to help him understand what is it a very much of different business than the traditional DIY side of the business?

Sure. Great question. And frankly, last week I was with our sales force at our spring sales meeting, and I have got to tell you we've got a very impressive group of folks and very enthusiastic. We spent four days last week with various parts of that sales organization, training them on the tools that we have provided and on the products and assortments that we have. And I think they came away feeling very good about it, as did we. We've provided a lot of tools to them. First of all, as you mentioned, we made sure that we improved and enhanced our inventory assortment. We've also, and this probably goes unmentioned, our store team has done a fantastic job of just improving our daily service to our customers. Service has always been a very important part of our culture, and they're doing a great job of it today and much better than we have in the past. But now we have over 250 people that are out there telling the AutoZone story, and they're doing it the AutoZone way. We have great materials for them to communicate. They're well trained. They also are supported by some technology that helps them manage their sales activities and also communicate with the rest of the local market team, and I think it's working very well. But that being said, we're still very immature with our sales force, and they're continuing to grow, but they've got great opportunities for continued growth for the future. Anthony Cristello - BB&T Capital Markets: And has the receptivity of that Professional Installer been, hey AutoZone, you now have the part, what's the next thing that they ask for from you though? I mean, is it the service quality? Is it then managing the return process? I mean, what is sort of that, to get to that next level to be the number two or even the number one in terms of the call list. And where do you think you are in terms of tackling that side of the equation?

Yes, I don't think that there's one next thing. I think it continues to be improve all the foundational levels of our business and go out and tell our story. We're late to this party where other people have been out there building those relationships for a very long period of time, and our competitors are very good at this business. And it just takes time, and it takes persistence, and that's why our sales team is so critically important. They're in those shops every day, and when somebody else makes a misstep, we want to be there, so that we step up that call list. And I think that that's exactly what's happening. This is, as I mentioned, our sales trajectory in this business has been pretty aggressive and pretty impressive over the last several quarters. Anthony Cristello - BB&T Capital Markets: The last question, have you done anything in terms of staffing or labor management that's allowed you to have a better coverage of your professional customer as well?

Yes, we've continued to add labor and trucks as our Commercial business grows. And as it grows, it gives us more opportunities to leverage some of the infrastructure as far as people that's in place, which allows us to give better coverage. If you have two people on the store trying to service a customer, it's more challenging than if you had four people. And so I think we've got better coverage and better service as we continue to grow, and I expect that to continue.

Our next question is from Brian Nagel with Oppenheimer. Brian Nagel - Oppenheimer & Co. Inc.: The question I had, I wanted to focus, I know a couple of people asked some questions on gross margin too. But I just want to kind of look at this closer again. You did have a nice acceleration in gross margin in the fourth quarter from an already decent trend through the prior few quarters, and you called out shrink. Maybe you can help us understand what specifically allowed you to see the better shrink results in the quarter? And then how much opportunity still remains on that effort as we go into the next quarters?

Well, there's a host of things that are being done in the field in order to improve shrink, and there are numerous tactics and better reporting and better focus. So I can't go through a list of things on the phone per se, but there's a lot of blocking and tackling and things that are being done inside the four walls of the organization that have helped to reduce shrink, and obviously this is not something that happened yesterday. This is something that the team has been working on for a long sustained period of time. And we have been seeing an improvement throughout the year. This quarter was a little bit larger, and we called it out. But overall, we've experienced good shrink performance this quarter. And like I said before, we don't know what the future will holds, but we believe that the tactics that we have in place and the results that we have up to this point will continue into the future. Brian Nagel - Oppenheimer & Co. Inc.: Could you help us understand maybe the magnitude of the shrink benefit in the prior quarters, since you haven't called out to this point?

Well, something less than 40 points obviously. But it was positive in the last few quarters but not quite to that magnitude, if that helps. And I'm not trying to be slick about it, but the fact is, is that it was a positive improvement in the last few quarters. It just increased a little bit enough for us to call it out this quarter.

Our next question is from Kate McShane with Citi Investment Research. Kate McShane - Citigroup Inc: Can you remind us where we are today, and what the longer-term strategy is for your private label penetration at your stores? And how do the commercial customers respond to private label? Do they tend to demand more brand name products?

Well, we've been in this private label strategy for a very long time. In fact, we don't call it private label, we call it our brands. We think Duralast is the largest brand in the automotive aftermarket and has quality, as good if not better, than any of the other brands that are out there. But this is not a new venture for us. I came to this company over 16 years ago, and we had substantial private labels at that point in time. We continue to find opportunities where we can further leverage our brand strategy in the Duralast brand in particular. Over the last year, we rolled out Duralast hub bearings, which are very high-quality hub bearing and have been incredibly well received in both the DIY and the commercial marketplace. There continues to be a lot of discussion about, do we have to have brands to be effective in the Commercial business? First of all, we have brands. An easy example is Felpro gaskets, we had them for 10 years. We have FRAM oil and air filters, we have Castrol motor oils. On down the line. So we have brands where we think they are important. Will we continue to look at other brand opportunities that would make sense for us, yes. But generally, our strategy has been and will continue to be that the Duralast brands are high-quality products, and they perform very well, and they perform well in the marketplace as evidenced by our sales performance recently. Kate McShane - Citigroup Inc: And just as a follow-up, if you were to carry more brands, as you mentioned, how would that work with your hub strategy? Would it be something that you'd offer within the store as well, or just kind of keeping back for the Commercial customer?

I don't want to sound like we're going off on a brand strategy. We have our brand strategy. Will we continue to test and refine it over time to see what works, absolutely. But until we test something, I don't know what we would do, so I think that will be premature.

Our next question is from Matt Fassler with Goldman Sachs. Matthew Fassler - Goldman Sachs Group Inc.: I'd like to understand, first of all, within the incentive comp line item, how formulaic that is into what the metrics are, the performance metrics are that drives, that presumably has obviously a lot to do with the good underlying financial [ph] performance. If you could give us a sense as to how that moves with your underlying gross profit numbers.

Sure, Matt. But relative to incentive compensation, it's highly formulaic, and it is really an EVA model. So it's very much focused on EBIT and ROIC, and so it's a pretty set calculation. And there's no difference in the prior year by the way. I mean, this calculation and this formula has been in place for several years, so there's been no change to the compensation program, it's simply the performance to the organization. Matthew Fassler - Goldman Sachs Group Inc.: So if there were a scenario where your sales growth were to be a bit slower, and all the other factors that you've discussed kind of go your way, is it feasible that the incentive comp would remain close to current levels? Or would it be the kind of thing that a year out might come off a little?

Yes, theoretically it would remain at the same levels because it's not a sales-driven compensation program, so much of it is and EVA one.

Our next question is from Michael Baker with Deutsche Bank. Michael Baker - Deutsche Bank AG: I guess, it's sort of a follow-up to that question, but you've talked consistently about how if sales slow, there are areas where you can adjust your costs. With comparisons becoming more difficult, if sales were to slow to more the mid-single digit range, let's say, what areas of SG&A can you take out? It sounds like some of these hub investments are going to just naturally roll off anyway as you cycle that. So is it fewer commercial programs or less growth in commercial sales people? I was just curious what areas you do cut, or is it just simply incentive comp comes down?

Sure. Let me start by -- I don't want to give up on continuing with our robust sales performance. As I mentioned previously, we see the dynamics of the marketplace not substantially different than they've been over the last over two years, and so we certainly aren't saying that we think sales performance is going to necessarily slow. However, if it does, I have a high degree of confidence that our organization will be able to react to it just as we have. And if you turn back the clock in that 18 consecutive quarters of double-digit earnings per share growth, we had several quarters where the comps were basically flat, and we were able to deliver double-digit EPS growth. This organization knows how to tighten its belt when it's appropriate, and we can do that on a wide variety of things. Yes, incentive compensation would go down. Yes, the hubs will annualize generally at the end of August. But there are other activities where we have variable operating expenses where we are constantly fine-tuning those, whether that's maintenance programs, advertising expenses, incremental training initiatives, there's just a whole variety of them. And as we have had better performance, we have been more aggressive in investing in some of those type activities. Michael Baker - Deutsche Bank AG: That makes sense. I guess as a follow-up, I wanted to ask Bill Giles about the comments on rising gas prices. And in the past, you've seen certain categories perform better. So just in the past couple of weeks or so, just to be clear, are you starting to see any of that yet, or those are things that you think might happen as gas prices rise?

More the latter. We haven't necessarily seen significant impact from the gas prices, obviously, they've gone up about $0.20 in just the last week. So they're sitting at about $2.38 on a national average. But too early to tell, but we do have a fair amount of experience and history with it. Michael Baker - Deutsche Bank AG: Just trying to get a sense as how consumers reacting aren't really on here to these rising prices.

And this does conclude the question-and-answer session. I would now like to turn the call back over to Mr. Rhodes for any closing comments.

Great. Well, before we conclude the call, I'd like to take a moment to reiterate that our business model remains solid. We remain excited about our growth prospects for the balance of the year. We cannot take anything for granted as we understand our customers have alternatives. Our culture remains our key point of differentiation from our competition, and we must not lose sight of the importance of basic store execution in order to remain very successful. We operate our business as a marathon and not a sprint, but we will continue to focus on the basics and never take our eye off of optimizing long-term shareholder value. We remain confident AutoZone will continue to be incredibly successful. Thank you very much for participating in today's call.

Thank you. This concludes today's conference. Thank you for participating. You may disconnect at this time.