Conference Call Transcript
March 31, 2004 / 11:00AM ET


                                  PRESENTATION

Operator

Good morning and welcome to the Circuit City conference  call.  Hosting the call
today is Alan  McCollough,  Chairman,  President and Chief Executive  Officer of
Circuit City. My name is Mike and I'll be your operator  today.  Initially,  all
participants  will be on a listen  only with a question  and  answer  session to
follow at the end.  If you do  anticipate  asking a  question,  please  key star
followed by one.  If anyone  requires  assistance,  key star zero and one of our
operators  will  assist  you.  I will now turn the call over to Mr.  McCollough.
Please proceed sir.

Alan McCollough  - Circuit City Stores, Inc. - Chairman, President & CEO

Good morning. We appreciate your participation in today's call.

Let  me  start  by  reminding  you  that  during  the  call,  we may  make  some
forward-looking  statements,  which are subject to risks and  uncertainties.  We
refer you to today's  release,  to the MD&A in our annual report and most recent
10-Q  filing and to our other SEC  filings for  additional  discussion  of these
risks and uncertainties.

Joining me this  morning are John Froman,  executive  vice  president  and chief
operating  officer;  and Mike Foss,  senior vice  president and chief  financial
officer of the company.

I'll  begin  our  formal  comments  with  an  overview  of the  two  acquisition
announcements  that we made  today.  I'll  then turn the call over to John for a
review of our sales  performance  for the quarter and year to date and update on
our store  revitalization  efforts and to Mike for a more detailed review of our
fourth quarter performance and the balance sheet.

This morning,  we announced plans for two  acquisitions.  First, we have entered
into a definitive  agreement to acquire  InterTAN,  Inc.  InterTAN is a Delaware
corporation that has  headquarters  and operates retail concepts in Canada.  The
company's stock is traded on the New York Stock Exchange.

InterTAN  is a  retailer  of  both  private-label  and  internationally  branded
products.  It was formed through a spin-off from RadioShack  Corporation in 1987
and continues to use the trade name RadioShack(R) under a license agreement with
RadioShack  Corporation.  RadioShack-branded  merchandise accounted for only 9.5
percent of  InterTAN's  inventory  purchases  in the fiscal  year ended June 30,
2003.  InterTAN  operates more than 980 company retail stores and dealer outlets
in Canada  under the trade  names  RadioShack(R),  Rogers  Plus(R)  and  Battery
Plus(R).

Under the terms of our  agreement,  we will  acquire  InterTAN  in a cash tender
offer for  approximately  $284 million,  or $14 per InterTAN  common  share.  We
expect this transaction to be accretive to earnings in the current fiscal year.

We believe this is an exciting  opportunity  for Circuit City to expand both our
geographic presence and our product offering,  while creating tangible value for
our  shareholders.  InterTAN  has an  outstanding  management  team with  strong
sourcing  experience  and  exceptional  talent for  merchandising  private-label
products.  We expect to  introduce a selection of their  private-label  products
into our stores by the fall of this year.  Their strengths in the  private-label
area will enable us to move much more quickly in our efforts to provide a unique
assortment  to Circuit  City  customers.  And, we believe this  assortment  will
generate a  substantially  higher  margins than our average.  In its fiscal year
ended June 30,  2003,  InterTAN  generated  revenues of slightly  more than $400
million, gross margins in excess of 40 percent and operating margins of almost 5
percent.

Obviously,  this transaction  would enable us to enter the Canadian  marketplace
with a company that has a proven  record of success.  InterTAN  will continue to
offer its product line through its retail stores and dealer outlets in Canada in
addition to obtaining an entry for their  private-label  products  into the U.S.
market via the new  merchandising  initiatives in the Circuit City  Superstores.
The combination of the two companies will create inventory  purchasing synergies
for both.

The  transaction  was  approved  by each  company's  board of  directors  and is
contingent upon customary  closing  conditions,  including  regulatory and other
standard  approvals.  We expect  to  complete  the  tender  offer in the  second
calendar  quarter and the merger as promptly  as  possible  thereafter.  At that
time,  InterTAN would become a subsidiary of Circuit City, but its  headquarters
will remain in Barrie.  We have great  respect  for  InterTAN's  management  and
Associates,  and we do not  expect to make any  changes in  InterTAN's  Canadian
operations.

We also  announced  this  morning  that we have  entered  into an  agreement  to
purchase the assets of MusicNow, Inc. for cash.

MusicNow  offers  consumers an online  digital music store and service with more
than 40 channels of original music  programming  and content from all five major
music labels and two  independent  labels.  Customers  may  purchase  tracks and
albums a la carte or through a  subscription  service  that  provides  unlimited
access to the MusicNow library for a monthly subscription fee.

We have experienced  strong growth in  Web-originated  sales throughout the past
year and we're committed to taking advantage of  opportunities  that would allow
us to expand the capabilities of our Web site and benefit in other ways from the
consumer's  interest  in the  Web.  We  believe  that  MusicNow  is one of those
opportunities. We plan to integrate MusicNow's platform into circuitcity.com and
into our Superstores  nationwide.  We also anticipate that our relationship with
MusicNow  will enable  them to  continue  expanding  their  content  offering to
consumers and develop additional  private-label or co-branded subscription sites
with other companies.

The financial terms of our deal with MusicNow have not been publicly  disclosed,
but we do not expect them to be financially material to Circuit City.

Before  reviewing  the  results for the fourth  quarter and the year,  I want to
direct your  attention to the  announcement  we made on Monday of this week.  We
announced then the adoption of the fair value recognition provisions of SFAS No.
123, as amended by SFAS No. 148. As a result,  we have recognized an expense for
stock options in the fourth quarter and restated prior period results to reflect
the same accounting standard. In addition to options,  stock-based  compensation
includes  restricted  stock  expense,  which has  previously  been  included  in
selling,  general and  administrative  expenses.  Monday's  release included the
historical  results  restated to include all stock-based  compensation,  and I'd
encourage  you to access  that  release on our Web site if you have not  already
done so.

For fiscal 2004 and fiscal 2003, looking at the top and bottom-line  results for
the  quarter,  total  sales  increased  2 percent  to $3.25  billion  from $3.19
billion,  comparable store merchandise  sales increased 1 percent,  net earnings
from  continuing  operations  totaled  $94.7  million,  or 46 cents  per  share,
compared with $66.4 million, or 32 cents per share.

For the year,  total  sales  decreased  2 percent  to $9.75  billion  from $9.95
billion,  comparable store  merchandise  sales decreased 3 percent,  and the net
loss from continuing  operations  totaled $787,000,  which rounds to 0 cents per
share, compared with a net loss from continuing operations of $5.3 million, or 3
cents per share.

This year's fourth  quarter  results  included a number of items that merit some
additional  explanation.  First, we incurred after-tax expenses of $24.4 million
related  to  the  19  Superstore  closings  in  February.  Second,  we  incurred
transaction  costs of $3.9 million  after tax related to the planned sale of the
private-label  finance  operation  to Bank One,  and third,  we  recorded a $3.7
million after-tax benefit that reflects an adjustment to gift card liabilities.

The fiscal 2003  fourth  quarter  results  include an  after-tax  charge of $6.2
million  related to the  change in our store  compensation  program,  which took
place in February of that year.

At this  point,  I would  like to turn the call over to John and Mike to provide
more detail on our fourth  quarter and fiscal year 2004 results.  Mike also will
update you on some of our profit improvement initiatives.



John  Froman - Circuit  City  Stores,  Inc. - Executive  VP and Chief  Operating
Officer

Thanks  Alan.   Although  we  are  pleased  with  our  fourth  quarter  earnings
performance,  relative to other  quarters  in the year,  we  recognize  that the
improvement  was driven by reductions  in expenses.  Expense  reductions  are an
important  initiative and we are proud of the efforts that our  Associates  have
put  forth to get us to this  point and the  diligence  they  continue  to show.
Nevertheless,  we recognize that consistent  sales growth is an important key to
turning around our financial  performance on a sustainable  basis and we clearly
were not  satisfied  with our sales  performance  during the year and during the
fourth quarter.

Following  a  comparable  stores  sales  decline  of 2 percent in  December,  we
generated comparable store sales growth in both January and February.  We remain
cautious in our sales  expectations,  particularly  since we recognize  that the
positive  comps  in the past  two  months  reflect  much  softer  year-over-year
comparisons.

Given the poor sales  performance  we  experienced  in fiscal  2004,  we have to
critically assess all aspects of the sales process to drive towards  sustainable
sales improvement. Whether talking about in-store execution,  advertising, price
promotion   strategies  or  merchandising  mix  we  have  to  drive  substantive
improvements  across all areas.  There is no single  solution  to address all of
these issues.

We believe the significant  changes that we made in our store operating model --
beginning  last  February  when we made the  compensation  change -- caused  our
execution to suffer.  In the new fiscal year, we are focusing less on change and
more on execution  and the  consistent  delivery of  outstanding  service to our
customers.

For the  quarter  and  the  year,  our  product  sales  trends  were  relatively
consistent with industry  trends.  We generated strong growth in digital imaging
products and accessories,  LCD and plasma display devices;  digital televisions;
and notebook  computers.  We also  produced  strong  growth in movies and music,
which we used to drive traffic into our stores.

In addition,  we have been especially  pleased with the strong sales growth from
our e-commerce business.

Web-originated  sales  increased  strongly in every  quarter of fiscal 2004 over
fiscal 2003 results. We are proud of the exceptional  execution of our Web team.
While we know that these results benefited from strong  integration  between the
Web site and our  bricks-and-mortar  stores, we also believe that we can do more
across the company to promote our  multiple  channels of  distribution.  We want
customers to be able to access  Circuit City products and services in the manner
that is most convenient for them.

We are focused on  continuing  this strong Web growth into the future  through a
combination  of introducing  new  capabilities,  such as an outlet  center;  new
products; new Web-enabled services, including music downloads and subscriptions;
new  partnerships  and  ongoing  improvements  in  functionality  and  Web  site
navigation.

Extended warranty sales were unchanged  year-over-year  for the fourth quarter -
at 3.1 percent of sales in both years.  This is the first  quarter of the fiscal
year that we did not have a  year-to-year  decline in warranties as a percentage
of total  sales.  Our  warranty  team has been  working  closely  with our store
organization to stabilize this business.  Initiatives  launched during the third
and  fourth  quarters   focused  on  store-level   execution,   price  and  term
optimization, and system changes to make bundling easier. We are working hard to
maintain this stability,  but are cautious in our outlook given potential shifts
in the merchandise mix and the continued  declines in average retails within our
industry.

Turning to the revitalization efforts, we continue to believe that we must focus
our attention on  revitalizing  our stores through better  formats,  better real
estate, and better in-store execution.

Our store  revitalization  program  continues  to produce  strong  results  from
relocated stores.

We  relocated  18 stores in fiscal 04 and have  relocated a total of 38 over the
past four years.

We have  periodically  reported to you the  combined  results of these stores in
their first full six months of  operation.  We now have 24 stores in this group.
In their  first full six months  following  grand  opening,  these  stores  have
averaged sales changes that are  approximately 28 percentage  points better than
the sales pace of the  remainder of the store base during the same time periods.
The internal rate of return generated by these 24 relocations was  approximately
16 percent.

We added three stores to the measurement  group in this period.  The IRR dropped
from  earlier  averages  because  two of the three  stores  performed  below our
expectations for their first six months of operations. In Naples, Fla., we moved
a high-volume,  10-year-old,  smaller store into a different location within the
same  shopping  center.  The move  enabled  us to put up a  larger  store in our
current format to compete against a Best Buy that opened six months prior to our
relocation.  Since  the  store  remains  in the  same  center  in  which  it was
previously located, the geographic shift is not as significant as it might be in
many  other  relocations.  Our store in  Bloomingdale,  Ill.,  is in a  somewhat
similar  situation.  The old store opened in 1993.  The move gave us a much more
competitive  store in the same shopping center as a Best Buy. Although we do not
have the same lift with these  stores as in the  average of the stores  that had
been in the relo base, we believe the alternative would have been a weakening in
our position in the market and the performance of the stores as they existed.

As we  indicated  earlier,  we see the  strongest  improvement  in results  from
relocated stores.  However, as you know, we also refixtured 222 stores in fiscal
2004, moving more products onto the sales floor,  improving product  adjacencies
and  adding  more  flexible  fixtures.  These  stores  have not yet  produced  a
statistically  significant  improvement  in sales.  But, the  refixturings  will
facilitate  the  introduction  of new  products,  as  well as  other  assortment
adjustments in our merchandise displays.

Now I would  like to turn to Mike  Foss for a  financial  review  of the  fourth
quarter and the year.


Mike Foss - Circuit City Stores, Inc. - Senior VP and Chief Financial Officer

Great, thank you John. Looking at the quarter,  the gross profit margin was 23.3
percent this year compared with 23.9 percent last year.  For the year, the gross
profit  margin  declined to 22.9  percent from 23.6  percent.  This really was a
disappointing performance.

The lower margin in the fourth  quarter  reflects  heavy  promotions  on desktop
personal computers, particularly in December, and aggressive industry pricing on
big-screen and advanced  televisions,  as well as some shift in the  merchandise
mix to lower  margin  products.  These  negative  impacts  more than  offset the
positive  benefits we received in margin  through  aggressive  actions  taken to
reduce service and distribution costs and inventory shrinkage.

Looking at Finance  Income:  finance income during the fourth  quarter  improved
about $8 million versus the fourth quarter of last year.  This  improvement  was
despite incurring $6.1 million in transaction costs during the fourth quarter of
fiscal  2004  related to the  pending  sale of the  private  label  credit  card
business  to  Bank  One.  Several  factors  contributed  to the  finance  income
increase.

First,  as you know,  we  introduced  the  co-branded  credit card in the second
quarter  of fiscal  2003.  Since  that card is  accepted  anywhere  that Visa is
accepted,  we have built a higher  level of  interest-bearing  receivables  that
provide a higher yield.

Second, the increase in yield was partially offset by higher charge-offs.

Third,  we were able to reduce  marketing and operating  expenses on the private
label side of the bank.

And finally, since the private-label  receivables are now being carried at their
selling price,  due to the pending sale to Bank One, they are not subject to the
volatility  of quarterly  fair value  adjustments.  Last year's  fourth  quarter
included a reduction of $3 million in the fair value of our retained interest in
the securitized receivables.

Last year, we made considerable progress towards refocusing our attention on the
core  business by selling the  bankcard  finance  operation to  FleetBoston  and
reaching an agreement to sell the private-label operation to Bank One.

The transition  services  agreement with FleetBoston is proceeding  according to
our plan,  and we  expect to  conclude  the  transition  by the end of the first
fiscal quarter.

We continue to expect the sale of the private-label  operation to be complete by
the end of June and continue to  anticipate an after-tax  loss of  approximately
$10 million related to the sale.

We also continue to anticipate that the ongoing  relationship with Bank One will
generate a pretax earnings  contribution of approximately $30 million,  which is
similar to the finance  income we would  generate if we maintained  ownership of
the private-label operation.

And we are also pleased that Bank One has recently  announced a management  team
for this  portfolio  that  includes  most of the senior  managers  from our bank
operation.  We believe  that this  decision on their part  attests to the strong
capabilities  of these  individuals  and will  help  create a strong  continuing
relationship with Bank One.

Turning to SG&A, we achieved a significant  improvement in the expense structure
during the fourth quarter and for the full year. The SG&A ratio was 18.8 percent
of sales in this year's fourth  quarter,  compared with 20.2 percent in the same
period last year.

This 140 basis  point  improvement  in fiscal 2004 came  despite  the  following
pre-tax items being incurred during the quarter:

First,  $38.4  million  related  to the 19 store  closings.  These  stores  were
identified during an extensive analysis of stores across the country.  They were
located in trade areas that we believed  could no longer  support a Circuit City
and where we could identify no near-term relocation opportunities.  As a result,
we could not see a  reasonable  expectation  of  positive  cash flow in the near
future.  We announced the planned  closings in early  February and completed the
closings as anticipated in late February.

This charge reflects a fairly  significant  reduction over what we had announced
in early February.  When we made our initial estimate,  we were on the high side
with  respect to  expected  lease  termination  costs.  After we  announced  the
closures  we were able to work with local real  estate  experts to make a better
assessment  of the  sublease  potential  for each of the closed  properties  and
adjusted our estimated closing costs accordingly.

Second,  a $5.9 million benefit related to adjustment in gift card  liabilities.
Historically,  we have  charged a $2 monthly  fee on gift cards with  unredeemed
balances after 24 months.  However,  as gift cards have increased in popularity,
there has been some consumer and regulatory concern regarding such policies, and
so we opted to  discontinue  this  monthly  fee. We have  undertaken  a thorough
analysis  of  gift  card  usage  patterns  and  been  able to  determine  that a
consistent  percentage  of gift  balances  are never  redeemed.  We now use this
historical  usage pattern to adjust the liability  associated with the gift card
balances

And finally, the fiscal 2003 expenses included costs of $10.0 million related to
the change in the store compensation structure.

Major drivers of the year-over-year improvement in SG&A include:

Store labor - In the fourth quarter,  we continued to receive the year-over-year
expense  benefit of the  compensation  change we made in February of 2003.  This
clearly was the largest  single  impact on expenses both for the quarter and the
year. Overall store-level labor for comparable stores dropped  approximately $44
million during the fourth quarter and $130 million for the full year 2004.

Non-store level labor - through  consolidation  of regions and districts,  which
happened in early January,  as well as other  resource  reductions we have taken
throughout  the  company,  we drove  another  $10 million  reduction  during the
quarter.

Our  advertising  expenditures  dropped by about $11 million during the quarter.
All of this year-to-year  reduction  happened in January and February.  This was
driven by reduced configured tab pages and recently re-negotiated aggressive new
rates for tab printing and freight costs.

While we are encouraged by the progress we made are making driving expenses down
during the  quarter,  we have to keep  maniacal  focus on  getting  our cost and
expense structure aligned with a very conservative view of revenues.

Turning to the balance sheet....

We ended the year with cash and cash  equivalents of $783 million  compared with
$885 million at the end of fiscal 2003.

The  reduction  in  cash  primarily   reflects  higher  retained   interests  in
securitized  receivables,  an increase in merchandise  inventory,  a decrease in
accounts  payable,  the net  capital  expenditures  and cash used to  repurchase
stock, all of which were partly offset by the cash proceeds from the sale of the
bankcard  operation.  Retained  interests in securitized  receivables  rose $187
million,  from $239 million last year to $426 million this year.  This  increase
reflects the required  increase in  subordination  levels for the  private-label
transactions  that were  completed  in early fiscal  2004.

Inventory  increased  $107.5 million,  which was  substantially  better than our
estimate of  approximately  $200 million  following the  disappointing  December
sales  results.  If  you  will  remember,   we  had  said  that  we  expected  a
year-over-year  increase  that  included  excess  inventory  as well as  planned
increases in selected categories.  Our merchandising team did an outstanding job
of reducing  inbound  inventory.  Their success coupled with the slightly better
sales pace in January and February resulted in an inventory increase that was in
line with our  original  plans.  It  primarily  reflects  planned  growth in our
television  selection,  especially  LCD and  plasma  displays,  and in  notebook
computers. All of these have been high-growth areas.

Accounts  payable  decreased  $84.1  million as we reduced  January and February
inventory purchases to correct the inventory levels.

We also used $84.6 million to repurchase a total of 9.3 million shares under our
stock buyback authorization program.

Net cash proceeds from the sale of the bankcard  operation  totaled $282 million
at  closing.  We  expect  that  severance  and  other  post-closing  costs  will
eventually reduce the proceeds by approximately $3 million, to $279 million.

Capital expenditures, net of tenant improvement allowances, totaled $127 million
in fiscal  2004.  Of this  total,  approximately  $43  million  was  related  to
relocations  and  remodels,  and  approximately  $33  million was related to the
refixturing of 222 stores,  approximately  $28 million was related to new stores
and another $23 million was related to information  systems,  store maintenance,
distribution and a variety of other items.

Expenses  related to  relocations  and remodels  totaled  $54.4  million and are
included  in  selling,  general  and  administrative  expenses.  Of this  total,
approximately  $31 million was related to relocations and remodels,  $22 million
was related to the refixturings and the remainder was related to other projects.

In fiscal 2004, the average  accelerated  depreciation  per relocated  store was
$400,000 and the average lease impairment per relocated store was $1.2 million.

Our  capital  expenditure  focus in fiscal 2005 will be on  relocations  and the
construction of new stores in new trade areas.

As we noted in today's release,  we have changed the range of store openings for
the current  fiscal year to 60 to 70, rather than the initial  expectation of 65
to 70. We expect a relatively even split between new stores and relocations. The
change in the range  and the  slight  change in split  between  new  stores  and
relocations  reflects the  recognition  that the vast majority of the stores are
expected to open in the second half of fiscal 2005 with almost one third planned
during the fourth quarter. With such a back end loaded real estate outlook there
is always a risk that some of the sites could slip into early  fiscal 2006 for a
number of  reasons.  We  currently  have signed  leases for 30 of the  locations
currently planned for fiscal 2005.

We  anticipate  that capital  expenditures,  net of  sale-leasebacks  and tenant
improvement allowances, will total approximately $165 million in fiscal 2005.

We expect the fiscal 2005 capital  expenditures  will include  approximately $62
million for  relocations and remodels,  approximately  $63 million for new store
construction  and  approximately  $40 million  for  information  systems,  store
maintenance,  distribution  and other various items. We anticipate that expenses
related to  relocations  and remodels  will total  approximately  $52 million in
fiscal 2005.

In his  comments,  Alan noted that we expect the purchase  price for InterTAN to
total  approximately $284 million.  In addition,  we expect our fiscal 2005 cash
balances to be favorably  impacted by the net cash proceeds from the sale of the
private-label credit operation. When we announced the sale, we noted that actual
proceeds from the sale will depend upon our retained interest in the receivables
at the time of closing.  Based on the receivable  balances at February 29, 2004,
the  after-tax  net cash  proceeds  from the sale  would be  approximately  $450
million. We expect that by the anticipated date of closing,  seasonal receivable
declines will reduce our invested amount by about $80 million and will result in
a corresponding reduction in proceeds.

Finally, I want to spend a few minutes on some of the cost and expense and other
profit improvement  actions we have taken or are in the process of taking.  Over
the last six months,  we have identified many different  opportunities to reduce
spending across the company or improve margins.

Let me touch on a few examples.

Actions  targeted toward helping gross margins  include  introduction of private
label products into our stores.  Obviously we believe our pending acquisition of
InterTAN  will drive this  progress.  Direct  importation  of  selected  branded
products from Asia, reverse auctions to drive better pricing on certain products
for resale, a significant  rightsizing of our service organization,  which shows
up in cost of goods sold, and involved  consolidating from 17 service centers to
five  in  one  year  and   concurrent   reductions   in  the  service   overhead
organizations.

We also have changed our return policy. Approximately two years ago, we loosened
up our return policy. The net effect has been no discernable impact on sales but
a negative  impact on profit as the return  rate went up.  So, in  response,  we
tightened up on return policy  exceptions  starting in February,  and introduced
re-stocking fees for certain classes of products in late March.

We continue a strong focus on loss prevention to help combat a rise in shrinkage
we have  seen over  several  years.  And  finally,  we are  focused  on  driving
attachment  selling in the stores,  whether it is extended  warranties,  cables,
memory cards or any thing else a customer needs with a main purchase.

With  respect to SG&A,  we clearly  took  aggressive  actions in FY04,  led,  in
particular,  by the change in store level compensation structure. In January, we
consolidated  from 13 regions to 10 and from 66 districts to 58 within our field
organization. We closed 19 stores in February.

We have consolidated our indirect  purchasing  organizations  together under one
leader and have  changed how we procure.  We have  started to drive  significant
procurement  savings  in  paper,  freight,  printing,  construction,   fixtures,
facilities management, I/T equipment, and service parts.

In our MIS organization we have been re-examining everything we do and how we do
it. Through  aggressive demand management and rightsizing the organization for a
new set of deliverables, we will get significant improvements.

We have also challenged most of our corporate  overhead  departments to identify
ways to  reduce  spending.  We  solicited  our  Associates  for  cost  reduction
opportunities  and are pleased with the  suggestions  that we received.  We have
translated many of these reductions in operational budgets.

While we are not giving out specific reduction objectives we clearly are driving
to get the cost and expense  structure  of the company  aligned such that we can
show reasonable levels of profitability at conservative sales levels.

Now I would like to turn the call back over to Alan.


Alan McCollough - Circuit City Stores, Inc. - Chairman, President & CEO

Thanks, Mike. Before turning the call over to questions, I would like to briefly
summarize  actions we have  recently  taken or  actions  currently  underway  in
support of key initiatives.

We have  talked  about the need to  revitalize  our stores and Mike has  already
covered  our plans there in detail as we  continue  to  aggressively  pursue new
locations.

We have stated a clear objective to provide superior solutions to our customers.
We have also made clear the need to develop our own-brand  merchandise.  We have
talked about this from both a margin perspective,  as well as the opportunity to
offer our  customers  unique and exciting  products.  I believe  this  morning's
announcement  regarding our plan to acquire InterTAN squarely  addresses both of
these  objectives and should make it clear that we are playing to win in private
label business.

We have talked about the need to develop  strong  marketing  programs  that will
drive customers to our door. We recently  released that we had selected  Bromley
Communications  to help us reach the  important  Hispanic  market.  We are going
through a complete  evaluation of all aspects of our  marketing  programs and as
part of that are currently  conducting a full agency review. And this morning in
a separate  release,  I had the pleasure of announcing  that Ernie  Speranza,  a
35-year  retail  advertising  veteran  will join us as senior vice  president of
marketing.

We have been  clear  about the need to drive  down the cost to serve,  and while
Mike has articulated some of the great work underway here, I wanted to bring you
up to date on a couple of other changes.

First,  I am pleased to tell you that David  Strauss has  recently  joined us as
vice president of procurement.  David comes to us after a 19-year career at Home
Depot where he most recently held the position of vice president purchasing.

Second,  we have recently  named Dennis Bowman to the newly created  position of
senior vice president of inventory planning and strategic sourcing.  Dennis, who
was  previously  our CIO,  brings a key  understanding  of  systems as well as a
proven analytical approach to a complete review of our forecasting, planning and
replenishment systems.

We were fortunate that when we needed Dennis in another area of the business, we
could call on Mike Jones,  who had done an excellent  job at FNANB,  to lead the
MIS function for our company.

Finally, we have shared our plans to significantly  expand our Web presence.  We
have  already  reviewed  our  acquisition  of MusicNow  and the role it plays in
expanding our digital services portfolio. I am also pleased to tell you that our
Web team is hard at work on a major site  redesign,  and we expect to  re-launch
our site this summer.  The design work for our new site was done in  conjunction
with R/GA, which was selected in February by ADWEEK as the Interactive Agency of
the Year.  We have made great  progress in our Web business  over the past year,
but the best is yet to come.

With  that we will  conclude  our  prepared  comments  and be happy to take your
questions.


                              QUESTIONS AND ANSWERS

Operator

Ladies  and  gentlemen,  if you wish to ask a  question,  press star one on your
telephone.  If your  question  has been  answered  or you wish to  withdraw  you
question,  please press star two. Once again, please star one to ask a question.
And the first question comes from David Schick with Legg Mason. Please proceed.

David Schick - Legg Mason

Hi, good morning.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Good morning.

David Schick - Legg Mason

Just a few questions.  What was the thought process,  obviously it wasn't a huge
number involved with MusicNow, but what was the thought process about just using
or partnering with them as opposed to just owning the assets?  Secondly,  if you
could talk about the stores, with the refixtured, refurbished stores not showing
the  improvement  you wanted,  can you break down for us whether it's traffic or
conversion or to what degree you think that's  affecting that problem or causing
that problem?  Or is it something else? And then very quickly,  if Mike would be
willing  to break out the shrink  benefit  that you saw in fourth  quarter  that
would be helpful. Thanks.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Thanks,  David.  Relative  to  MusicNow,  I actually  think we're -- a couple of
things.  I think it's clear that the future for content delivery is in bits, not
in  physical  media and you see that today in sales of MP3  players  and all the
folks in interest in this  category.  We believe it was better owning the assets
that we're in, something of a unique position to drive business to that site. To
drive business to digital content.  Having both the distribution company and the
physical  presence in store,  as well as our web marketing  effort.  So, I think
it's just a choice you have to make. Do you just want to represent  other folks?
Or do you want to be  squarely  in the  business?  This is a case  where I think
being in the business, as the retailer, is a huge advantage for us.

Relative  to  refixturing,  I think,  we've  talked a couple of times.  What's a
little more  difficult is I don't believe we ran the business in the stores that
we  believe we could have rub this year with all the  changes  that we made,  we
caused some  disruption  and we allowed the execution to suffer  there.  I think
we'll have to continue to run those and see if we can't drive more out of there.
It's difficult,  because as you go in the stores, they look and feel better, but
having said that,  the results  didn't pan out.  So,  traffic  conversion,  it's
probably some of both of those.  I think I'd like to see us continue to run them
a bit longer as we believe  we've done a good job at  stabilizing  the  in-store
operating  environment and we're making progress in execution there, and see how
that goes.

The one  thing  that we did point  out is that the  refixturing  work is not for
naught. It's as you change assortments, change plans, introduce new products, we
believe there's advantage in the flexibility  we've provided  ourselves in those
stores  going  forward.  And, for  example,  as we begin to  introduce  InterTAN
products in our stores, it will be much easier in the stores where we've already
done the fixture conversion, just by virtue of having done that.

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Okay, with respect to shrink,  Dave, I won't give you a specific number.  We did
show an improvement  in shrinkage in fourth  quarter  relative to declines we've
taken over the past several  years,  so, we were pretty happy with that.  It's a
relatively small improvement, but I will not give the number out.

David Schick - Legg Mason

Okay. Was it generally internal or external shrink?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

It's really, David, it's almost impossible to tell that. Obviously, we watch for
both,  but we  haven't  classified  shrink -- when you look at the total  shrink
number,  we don't  classify it between those two. For the most part because it's
shrink, we don't know whether it was internal or external.

David Schick - Legg Mason

Fair enough. Okay, thanks.

Operator

And the next question comes from Mark Rowen with Prudential. Please proceed.

Mark Rowen - Prudential Securities

Thanks. Good morning. A couple of questions. Number one, on the relocations: Two
of the three stores that came into the base you said you had lower than expected
results and you sort of explained why that was the case,  that they hadn't moved
very far. But given that they did have lower than  expected  results,  does that
give you any pause as far as the  aggressive  relocation  plans that you've laid
out? That's the first question.

Second is: Alan,  could you just talk a little bit about your philosophy on what
you do with the excess cash in the  business?  In this quarter  you've done some
acquisitions,  you've paid a dividend, you did some stock repurchase.  But going
forward, you certainly have a lot of excess cash in the business. What would you
lean towards as far as those three things?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Sure.  Relative  to the relos,  my  enthusiasm  for moving  storage  into better
locations and providing  customers a better  experience has not been dampened at
all. I have been fairly  consistent,  or we have in saying that we will give you
the number every  quarter,  we know the number will go up and down.  Over time I
believe that this will  demonstrate  that it's the right thing to do and produce
the  return  that  we'll be happy  with.  So, I  continue  to believe we need to
relocate stores.

Relative to cash uses, as you can  appreciate,  that's an ongoing  discussion we
have with the Board at the end of the day. The question is how do we provide the
best return?  As you pointed out, we did a number of things in the last quarter.
We did buy back stock and,  obviously,  this  morning we  announced  a couple of
acquisitions where we believe that they would help drive earnings growth for the
future. So, I think you should expect us to not be singularly focused,  but look
for the best  alternatives  for the  cash  that we have and  that's  an  ongoing
discussion we will have with the Board.

Mark Rowen - Prudential Securities

Okay.  One other  question,  if I could.  You  mentioned  there was some  margin
pressure  on big screen  TVs.  Did that come from  financing  of the TVs? Or the
actual prices that you were charging? And where do you think the pressure really
came from? Was it from the discounters, from Gateway, from Best Buy?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

I think, we had expected big screens to be promotionally  aggressive through the
end of the year.  But the  promotional  level out there really never abated.  To
this day it never abated. And when you ask is it pricing or is it interest, it's
hard to separate  those two. I think from the  customer's  perspective,  both of
them are  incentive  to buy. So, if you look at Best Buy's flyer this last week,
10% off or no interest for 24 months,  they're actually positioning it that way,
that one is the equivalent of the other.

It's no one  competitor  in the market that I think - obviously  Best Buy and we
are almost in every market  together,  typically  there is other,  what we would
refer to as a third box retailer in many of these  markets.  So, there is just a
lot of promotional  activity around the television business and it stayed fairly
aggressive right beyond December into January and February.

I think you asked about  Gateway and those.  When you look  specifically  at the
flat panel  business,  obviously,  there has been some  promotional  pressure on
entry-level flat panel that I guess you could argue that Gateway started at some
point when they got in this business, but now it's not just Gateway. There are a
number of folks out there promoting  $2,500 to $3,000 42-inch plasma  television
sets and we  clearly  expect  that  with the  capacity  in the  world  that will
continue.

Mark Rowen - Prudential Securities

Great, thanks.

Operator

And the next question comes from Bill Sims with Smith Barney. Please proceed.

Bill Sims - Salomon Smith Barney

Good morning, thank you. My questions are all tied to your InterTAN acquisition.
I was wondering if you could address five points,  one, are you going to rebrand
these stores to the Circuit City name over the course of the year? And are there
any  issues  with the U.S.  Radio  Shack  company  has with you  running a Radio
Shack-branded  store?  Two,  can you talk to the  product  overlap  between  the
InterTAN or Radio Shack stores in Canada and your own products  that you sell in
the U.S.

Three, can you comment on the store size relative to the U.S. stores?  Four, are
they mall-based or stand-alone  and can you give the  percentage?  And five, can
you comment on your experience with Circuit City Express and given the fact that
I think the formats are  somewhat  similar.  What have you learned  from Circuit
City Express and what are you running into with the Canadian stores? Thank you.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay. Relative to rebranding, the only comment I would really make on rebranding
is that  there  are -- if you  would  look in the  InterTAN  filings,  there  is
reference  made to an  arrangement,  agreement they had with Radio Shack and the
use of the brand going  forward.  So I would refer you to there and you can read
that agreement for yourself, rather for me to comment on how that might evolve.

Product  overlap,  there clearly is product  overlap where we're both  obviously
selling  cables and surge  protectors  and  things  like  that,  so,  there is a
reasonable  percentage of the product where there would be some overlap. In many
cases,  we would  carry a branded  product  and they'd  carry  their own branded
product.

But then if you would go into one of their  stores  today,  you would also see a
fairly large  assortment  of things that we simply don't carry.  Whether it be a
much more  assortment  of  accessories  that we today would too often send folks
down the street to buy and/or  what we would call cool gift  gadgets and gizmos,
if you will. This sort of high-tech fun items that are doing  particularly  well
these days. So, I think yes, there is overlap, but they also bring some exciting
new high-tech, high-fun content products, if you will.

We've talked about  repeatedly  trying to have the role of fashion going forward
and the  importance  of having  distinctive  merchandise  that you couldn't find
anywhere  else.  And I think when you walk through their  stores,  that's really
what hits you,  when you see the walls of some of these cool  gifts and  gadgets
that  you're  just not going to find at every  other  store  that you walk into.
That's obviously very appealing.

The  average  store size for Radio Shack  Canada is about 1,800  square feet but
size is -- average is a little deceptive there. I mean their ideal store size is
probably a little north of 2,000 square feet.  They also,  as we've pointed out,
operate Battery Plus stores,  which are  significantly  smaller and Rogers Plus,
the Rogers  Plus  business in Canada -- Rogers  communications  is a provider of
wireless  service,  as well as cable and  broadband  access and so the  InterTAN
folks  operate  stores on behalf of Rogers in Canada  and those  stores are also
generally slightly smaller.  The pure Radio Shack stores are in the neighborhood
- -- average  1,800  square  feet,  but the target  would be north of 2,000 square
feet.

Mall and  stand-alone,  they  operate  both.  They have  stores  in major  malls
throughout Canada but they also have strip center -- not really stand-alone, but
they have strip center stores, as well as mall stores.

And  relative to our own CC Express,  we only have a handful,  I believe five of
those stores open at the moment.  The  difference is from what we had run before
at  Circuit  City  Express,  where we took a subset  of our  merchandise  out of
Circuit City and the  appearance of the Radio Shack stores in Canada,  there's a
fairly distinct  difference in the  assortments  carried in those stores and the
translation is margin.

That as we pointed out and you can look for  yourself,  that InterTAN is running
40% gross margins. Circuit City doesn't run anything like 40% gross margins. So,
when you take our  assortment  without the benefit of all the extra  things that
they have in their assortment and bring them into a mall  environment,  which is
fairly high rent,  that's a little more  challenging than what they're trying to
do. So we were not successful in the past, as you point out, with our CC Express
stores, but we ran a very different model than what's being run in Canada.

Bill Sims - Salomon Smith Barney

Thank you.

Operator

And the next  question  comes from Jack Murphy with Credit  Suisse First Boston.
Please proceed.

Jack Murphy - Credit Suisse First Boston

Good morning. A little more on the acquisition. I wonder if you could talk about
your use of cash going forward,  how you look at it. Is the acquisitions equally
weighted  with  other  options?  What your  process is on  acquisitions?  And on
InterTAN specifically, were there other bidders? And did you estimate synergies,
specific  dollar of synergies when arriving at your bid? And if so, can you give
us a sense of what that is?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Your first question about  waiting,  and I will try again,  the use of cash is a
conversation we have with the Board.  And the question is what deployment of the
cash will produce the best  return.  What are we going to do to provide the best
return  for our  shareholders  in the  long-term.  We're not  fixated on any one
particular usage. This is not about all acquisitions or all stock buybacks. It's
looking at what the options  available  to us on an ongoing  basis and trying to
make the best  decision at that time.  I don't think we can  characterize  we're
going to go  exclusively  down  one  path or  another,  other  than  you  should
understand this is an ongoing process and discussion we have with the Board.

I really  don't  want to get into a lot of detail on how we  arrived  at what we
believe is a fair bid for  InterTAN at this  point.  We clearly  went  through a
process over a number of months as we looked at InterTAN. Obviously, as we said,
we think it's a great  culture,  a great  management  team,  great  culture,  at
bringing  expertise in the private  label and unique  product  business  that we
think  combined  with our  purchasing  power or our size,  when you bring  those
together, there are great synergies and so while on a stand-alone basis, they're
making 40% gross  margins  and 5%  operating  margins  when you look at the last
year,  or  close  to 5%  operating  margins  in the  last  year,  it's a  pretty
attractive company just like it is.

Clearly,  we would expect some benefit both ways,  from bringing the leverage of
our scale with their  expertise  in some of these  private  label  products  and
unique products together. We would expect benefit on both sides.

Jack Murphy - Credit Suisse First Boston

Equally weighted or you don't want to comment on that?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

I'm really not going to comment on that.

Jack Murphy - Credit Suisse First Boston

Okay, thanks.

Operator

And the next question comes from Bill  Armstrong with C.L. King and  Associates.
Please proceed.

Bill Armstrong - C.L. King & Associates

Good morning. I'll ask a couple of questions on the transaction.  So, does Radio
Shack have the option with a change of control to withdraw its approval to use a
Radio Shack name? And have you had  discussions  with them about that, if that's
the case?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Again, I really -- I don't want to comment on that other than I would refer that
- -- if you will look in the  InterTAN  filings,  there is  reference  made to the
agreement with Radio Shack and the conditions  therein.  And I would rather that
you looked at that and you make your own judgment.

Bill Armstrong - C.L. King & Associates

Okay.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

But I guess,  we're clearly aware,  again,  the point to be made here is it's in
the  filings,  we're  clearly  aware that it was in the filings and took it into
consideration when we made our decision.

Bill Armstrong - C.L. King & Associates

All  right.  I'm not sure why you don't want to talk about that since I think it
is a material issue.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Well,  all I'm suggesting is that it is -- I don't have it in front of me. It is
public  information  included  in  the  InterTAN  filings.  The  nature  of  the
arrangement they have with Radio Shack. So, I don't want to speculate on what it
says. It's there to get.

Bill Armstrong - C.L. King & Associates

Okay.  Going  forward,  what type of private label products or categories do you
think you might  really  benefit  from in bringing  them into the  Circuit  City
stores? And would you have special marketing programs advertising that? Or would
you just sort of be  stocking  them,  in the  stores and let  consumers  sort of
figure it out?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

There's not a single answer to that. I think there are a number of phases. There
are clearly some products where there is overlap, where we will make evaluations
where we're buying  branded  product  today and they're  sourcing  private label
product,  what the best  solution is to put in our stores and that's part of the
process of looking at the volume  that we're  buying  compared  with the process
they're going through and making the best decision for both sides, by the way.

Separately,  there is a fairly large assortment of the more -- again,  cool gift
gadget  gizmo,  electronic  products  that are not in our  stores at all that we
think  represent an opportunity to present to the customer some fun and exciting
products  that will be very  different  and  distinct in our Circuit City stores
than anywhere else you're going to go in a big box retailer.

Bill Armstrong - C.L. King & Associates

Okay. Is there a breakup fee in your deal in the event that for whatever  reason
this transaction  does not go through?  And can you disclose how much that would
be?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Yes,  there are customary  breakup  provisions in the deal, I would suggest that
all the details of that will be in the tender  offer that will be filed  shortly
with the SEC. But there are breakup provisions in the deal.

Bill Armstrong - C.L. King & Associates

Okay. And then just one final  question.  The $5.9 million benefit from the gift
card liabilities, I assume that's nonrecurring?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

That will be similar kind of benefit in follow-on, at least in the next year.

Bill Armstrong - C.L. King & Associates

Oh, really? Okay. Like on the magnitude of $6 million per quarter? Or that -

Mike Foss - Circuit City Stores Inc. - CFO & SVP

No. For the full year.

Bill Armstrong - C.L. King & Associates

$6 million for the full year?

Mike Foss - Circuit City Stores Inc. - CFO & SVP
There  will be slight -- it will be within a few  million  dollars  of that.  It
won't be $5 million in the quarter.

Bill Armstrong - C.L. King & Associates

Okay. Okay. And then it would no longer -- after this year is over, then, that's
done?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

We believe so.

Bill Armstrong - C.L. King & Associates

Okay.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Just let me be specific on the  question  you asked about the filings I referred
to with InterTAN.  Reference to Radio Shack  agreement is made  specifically  in
their 10K.

Bill Armstrong - C.L. King & Associates

Okay. All right, thanks.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay.

Operator

And the next  question  comes from Matthew  Fassler with Goldman  Sachs.  Please
proceed.

Matthew Fassler - Goldman Sachs

Thanks a lot. Good morning.  Good morning. My first question is directed towards
Mike. And it relates to your expense reduction efforts.  Obviously,  you more or
less  made  your  targets  for the  year and it looks  like the  fourth  quarter
reported SG&A was below to above the closing  charges,  so,  clearly even better
than it looks. How far along are you in your expense reduction efforts? In other
words,  would  you  still  expect  to be  able  to  take  dollars  out of  store
compensation?  And, as we forecast  going  forward,  if we eliminate some of the
one-time items,  might we still see declines in expense dollars in your view for
the year?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

With focus on cost and expense, you're never done.

Matthew Fassler - Goldman Sachs

Sure.

Mike Foss - Circuit City Stores Inc. - CFO & SVP

So, we will have the benefit -- you will have  multiple  things  happening.  You
will have the benefit of  full-year  benefits of some of the changes  that we've
made late in the year. You will also, obviously,  as we build new stores we will
increase  expenses related to store level staffing from those  perspectives.  So
there's  going to be, a lot of put and  takes,  but we still  have a  aggressive
focus within the Company on attacking cost and expense  throughout the business.
Clearly,  we've  got to get  our  gross  margins  at  least  stabilized  in this
business, again, we were pretty disappointed with our gross margin performance.

Matthew Fassler - Goldman Sachs

And as you think about the savings  implemented  later in the year it seems like
the biggest dollars  year-to-year  to come out of SG&A were in the  compensation
side.  What would you just direct us to really  focus on as we think about those
that kicked in later just so we can try to work the reductions into our model?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

     I think  you're going to get benefits out of a lot -- when I touched on the
indirect procurement, a lot of the contracts that we've negotiated over the last
couple of months kicked in late in the year,  so there will be ongoing  benefits
from that. I'm personally  thrilled to death that David Strauss has joined us as
head of procurement. He is a rock star in my mind, and will continue to take us,
we suspect to levels that, in terms of benefits, that we haven't seen or haven't
even envisioned before. So we think there's a lot of opportunity there.

Within our merchandising organization, there is a lot of work going on trying to
help drive our margins. As we mentioned, the return policy changes have happened
very,  very late in the  calendar  year and,  we'll see what the impact of those
are.  But again,  throughout  the Company  this focus can not stop.  You have to
continually  look,  regardless of how much you find,  you've got to  continually
attack the cost and expense structure of the business.

Matthew Fassler - Goldman Sachs

So,  taking  sales out of the  picture for a moment,  is it  feasible  that on a
per-store basis, your SG&A for comparable stores would be down in 2004?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

If I take -- I'm sorry, can you repeat the question?

Matthew Fassler - Goldman Sachs

I guess to phrase it simply,  is it feasible that your SG&A per comparable store
could decline again in 2004?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Again, there's more than just store-level stuff.  Obviously,  we're looking very
hard at all the  overhead  functions of the  Company.  So clearly  there will be
ongoing estimates or ongoing reductions.  Somewhat offset by new store openings,
but again, I can't get into a specific target or dollar objective to give you.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

But  specifically to your question about -- we obviously saved a lot of money in
store payroll this year.  As we pointed out, it was $130 million.  You shouldn't
expect  that  again.  All  right?  We made a  significant  change  in the  store
operating  model,  our  objective  this  year is on  continuing  --  we've  seen
improvement  execution  over the last few months,  we're going to continue to do
that and try to run those in a stable  platform.  Not that we won't make changes
and  experiment  with  the  model,  but our  challenge  there is to run a better
business and take care of customers.

Matthew Fassler - Goldman Sachs

Second question.  From an IRR  perspective,  you talked about the returns you're
seeing on relocations.  Does that include decelerated appreciation and the other
[Inaudible] costs that you book?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Yeah, it's essentially -- it's pretty  all-inclusive  calculation.  Yes, it does
take into account all of those.

Matthew Fassler - Goldman Sachs

Gotcha.  And finally,  you mentioned that you're still rather  cautious on sales
and you  focused on sort of macro  factors  that kick in later in the year.  You
also spoke about sales in January and February being up on a year-to-year basis.
As we think  about the sales  trajectory  for the year,  can you talk about what
kind of numbers you'd expect, what kind of numbers will make you happy?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

We actually  haven't made a sales  projection  for the year so I'm really not in
the position to talk about it at this time. January and February,  as we pointed
out, were against pretty weak  comparisons,  so, while we believed -- we clearly
believe we made  progress  compared to what we've seen in December that we are a
way a long  way  from  declaring  victory  here.  We have a lot of work to do on
sales.

Matthew Fassler - Goldman Sachs

My final  question,  just another  technical one, you have this SG&A breakout in
the  release.  Was the $38 million  related to store  closings  included in that
store expense line?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Including in SG&A -

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Yes. Yes. But it's in the store expense line.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Store expense of SG&A.

Matthew Fassler - Goldman Sachs

So it's part of that 550?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Yes, it is.

Matthew Fassler - Goldman Sachs

Thank you so much.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Thank you.

Operator

And the next  question  comes from Alan  Rifkin  with  Lehman  Brothers.  Please
proceed.

Alan Rifkin - Lehman Brothers

Yes, I have one question for Alan. Alan,  you've obviously had some success here
with some of the store relos and over and above the 30 that  you're  going to do
in 2004, you've spoken about the opportunity to relocate 200 stores. Taking that
together with the fact that the  refixturing  program  hasn't really yielded the
results that you were looking  for, can you talk  specifically  as to how you're
going to increase  revenues at the other 400 stores that will not  ultimately be
relocated?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Well, clearly, I've touched on a number of things, as I've said, it is important
that we look at our  marketing  program sort of from head to toe and I think our
marketing  folks  are doing a good  job.  It is a matter of course of  business,
every -- you should be  continuing to look at that and try to drive traffic into
the stores, which we've talked about. We've talked about the InterTAN process. I
think bringing a lot of those products in the stores can help add some volume to
the  existing  stores.  So, we can't go on hold waiting for new stores to try to
drive  folks  into our  existing  stores.  We  think  we can do a better  job of
executing  in the stores and taking care of customers  than we have before.  So,
you pointed out correctly,  we can't wait on reloing stores  because,  obviously
that's  contingent  on real estate and that's  something  we can't get done in a
very  compressed  period  of time.  So,  we are --  whether  it be  advertising,
promotion,   assortments  and  particularly  store  execution,  taking  care  of
customers,  we  think  we  can do a  better  job in the  stores  that  we  have.
Particularly, also, we've talked about solution selling and I've talked about it
a number of times  today.  It's making  sure we don't have to send the  customer
down the street to get  everything  they need to get the job done, so, we're far
from  complete  to  believe  we have to sit and wait for new  stores.  There are
things we have to do in the stores we've got.

Alan Rifkin - Lehman Brothers

Okay. Thanks, Alan.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Thanks.

Operator

And the next question comes from Kelly Chase with Thomas Weisel Partners. Please
proceed.

Kelly Chase - Thomas Weisel Partners

Hi, gentlemen.  A couple of quick questions.  First of all, you were nice enough
to give us some of the data points  with  respect to the remodel and the 16% IRR
after six months.  I'm  wondering,  however,  that given that your grand opening
these stores,  does the IRR change at all if you were to look for 12 months? And
then I don't necessarily need an exact number, but could you just tell me how it
is you're treating that grand opening in that calculation?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

We actually -- the grand opening month is not in the calculation.

Kelly Chase - Thomas Weisel Partners
Great, perfect.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Because  you're trying to make sure you don't -- obviously you don't -- you want
to look at  steady  state  calculations,  so,  the  grand  opening  month  isn't
included.

Kelly Chase - Thomas Weisel Partners

Great. And then with respect to the InterTAN  acquisition,  you mentioned in the
press release in the headline that it was immediately accretive, can you give us
any idea as far as accretion?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

We can't at this point.  As we said, we expect it to be accretive this year, but
we haven't quantified the level.

Kelly Chase - Thomas Weisel Partners

Okay. And then with respect to sourcing,  you talked about sourcing being one of
the  benefits  that you feel  you're  going to be able to get from the  InterTAN
acquisitions. Given the size of the revenue base, do you really feel like buying
efficiencies and sourcing from the private label will be a significant benefit?

And if so, could you maybe talk about how you would  leverage this company which
is relatively small revenue compared to your own?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

First of all, let me be clear, we haven't been working on sourcing here. We have
a group in Kim Maguire's  organization  who has been actively  trying to ramp up
our own  brand  and  sourcing  operation.  This is a group  with a  culture  and
heritage  of being in the  private  label  business.  It's  the  combination,  I
believe,  of the scale that we will bring to it with the skill and  expertise at
getting this job done,  all be it on a smaller  level,  that really causes a win
for both the InterTAN operation and the Circuit City operation.  It wins on both
sides.  When you combine  the scale we bring with the culture and the  expertise
that they have in -- some of it is in the process, some of it is in knowing what
products to pick. So, I think it's fairly -- obviously we're going to have to go
to work at this. But the great benefit in the synergy of bringing their heritage
and  culture to the work we've done  combined  with the work we've  already  got
started with the sourcing team here.

Kelly Chase - Thomas Weisel Partners

Okay. So it would be fair to say that those  benefits  maybe aren't  necessarily
over the next six months, but are something you're going to build upon?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Clearly  we will try -- we  expect  this  year to bring  products  that we would
source products jointly, all right, that we would -

Kelly Chase - Thomas Weisel Partners
Uh-huh.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Products that they are  currently  buying that we would add a much bigger pencil
to the hand of the person who's been placing the order and we believe  everybody
wins when that happens.  We get products that are well done in a process  that's
already  existing and we bring a volume scale to it and everybody wins from that
process.  So, we would expect to have products in our stores this year. It's not
every  product in every  store,  but  products  will be in our stores this year,
we're going to move very quickly to try to start introducing these products into
our stores.

Kelly Chase - Thomas Weisel Partners

Do you have any goals as far as percentage of mix that would go to private label
over time?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

We haven't made any public goals, set any public goals.

Kelly Chase - Thomas Weisel Partners

Okay. Thank you.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Thank you.

Operator

And the next question comes from Dan Wewer with CIBC. Please proceed.

Dan Wewer - CIBC World Markets

Thank you for taking my call.  Alan,  when the Board agreed to the  compensation
package  targeting  a  4%  operating   margin,   did  that  include  or  exclude
acquisitions of high margin businesses like InterTAN?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

It was  simply a target of 4%. At that  point in time  there was no -- we hadn't
comprehended the notion of InterTAN.  That was far from our radar screen. It was
simply a challenge to the Company or the management of the Company to find a way
to get to 4%.

Dan Wewer - CIBC World Markets

So, in reaching  that bogey,  will the Board exclude or include the results from
the acquisition?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

I'd assume they'd absolutely include them. Our challenge is to try to get to 4%.
We believe that's a good thing for everybody and -- and so -

Dan Wewer - CIBC World Markets

But there wasn't a return on investment constraint associated with that 4%? EBIT
target?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

There was a 4% EBIT target,  obviously the return,  having an appropriate return
is part of the  consideration  of making any decision  like the  acquisition  of
InterTAN.  So, the Board is clearly  conscious of what we believe the  potential
synergy  would be and the  benefits to us of having done this.  We went  through
that in great detail with the Board.  It is a separate  discussion of the target
that the Board set for management to find a way to achieve 4% operating margin.

Dan Wewer - CIBC World Markets

The second, last year,  InterTAN's SG&A rate was up about 300 bps. I was curious
if you see an  opportunity  of getting  that back down to the 30, 31% rates they
used to operate.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

I'm not going to comment InterTAN and their operations at this point, other than
to suggest,  as I said earlier that we believe  they're  running a good business
right now and our objective is to have them continue to run a good business.

Dan Wewer - CIBC World Markets

And when we're  working on our  accretion  analysis on the $284  million,  Mike,
should we assume about a 2% return in what you would have received on that cash?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

Yeah, that's approximate.

Dan Wewer - CIBC World Markets

So,  obviously  the thing is going to be  accretive  by maybe $3  million  or $4
million,  just assuming you can replicate  last year's  profitability.  And as I
recall, they had a good first half, as well. As of this new year.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

They did have a good first half.

Dan Wewer - CIBC World Markets

Yeah.  And  finally,  I just want to make sure I  understand  on adding the cool
things and the gadgets,  are these the Radio Shack-type cool things and gadgets,
like the small remote  control cars and the wellness  products  that you will be
adding?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Remember,  as I said earlier,  that last year 9.5% of the  purchases  were Radio
Shack-branded.   Which  means,  obviously  the  vast  majority  were  not  Radio
Shack-branded.  In many  cases  today,  InterTAN  will  carry  similar  products
perhaps,  but they have their own set of brands. That if you're in their stores,
you will see that the primary  brands -- you won't miss this. The primary brands
in their stores are NexxTech and Centrios. I was going to try to spell NexxTech,
but I decided I was unable.  But NexxTech and Centrios,  they do have a brand, a
separate  brand for electronic  toys called Wasaki.  So, they own several brands
that they use exclusively  that you won't find in the stores here. But they will
certainly  have  similar  products  in many cases but the vast  majority  of the
products in their stores, you're going to see labeled NexxTech and Centrios.

Dan Wewer - CIBC World Markets

I recall they had several hundred Radio Shack dealer stores, as well -

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

There are a number of dealer stores in the total. Do we have the number?

Mike Foss - Circuit City Stores Inc. - CFO & SVP

It's a little north of 300.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay. Just over 300 dealer stores throughout Canada.

Dan Wewer - CIBC World Markets

And so will you be able  then,  to,  actually  buy some of the Radio  Shack cool
things and gadgets and possibly  add to the Circuit City stores in the U.S.?  Is
that permitted?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Understand  that the vast majority in their stores is NexxTech and Centrios.  So
we would be able to  introduce  NexxTech  and  Centrios  brands into our stores,
which is, again, if you walked into their store,  you'd appreciate the dominance
of those two brands in their stores.  Those are the products we're talking about
introducing into our stores here.

Dan Wewer - CIBC World Markets

Okay, great. Thanks a lot and good luck with the acquisition.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Thank you.

Operator

And the next question  comes from Dan Binder with  Buckingham  Research.  Please
proceed.

Dan Binder - Buckingham Research

Thank you. A couple of questions. Sort of asking the question a different way, I
guess  according to the amended  agreement in the filings you refer to, it looks
like the merchandising  and licensing  agreements won't be terminated unless the
acquirer  desires  so. So, I guess the  question  is do you have an  interest in
keeping  that  name?  The other  question  I had is on -- it was  regards to the
MusicNow acquisition?  Who are the corporate customers that they enable and will
you keep them?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

To your first question,  again, all I want to say is that as we did point you to
the  agreement  and suggest  that we consider the  agreement in our  discussions
prior to making a decision to acquire  InterTAN.  So, no  decisions  beyond that
have been made. Relative to MusicNow,  they have a number of partners today, SBC
Yahoo, DSL, Charter Communications,  Microsoft,  so, there are a number of folks
they're  working with today and  partnership  arrangements,  we assume that they
will continue to have those partnership arrangements,  as well as expand others.
It's a combination  of a B-to-B  opportunity.  They have a great service that we
think  will be a value to other  folks and  obviously  the  ability to drive the
service through our stores and on our web site.

Dan Binder - Buckingham Research

I think,  just in some of the questions  I've gotten  myself this morning,  what
kind of level of distraction do you view the  acquisitions to be? Is there a lot
of  integration  that  needs to be done?  And,  who  needs to  really  be paying
attention to it?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Remember, and I apologize for being repetitive,  our number one job to Canada is
to make sure those folks  continue to run their  business as they're  running it
today without interference.  Obviously,  there are products that we are going to
want to  include  in our  stores  this  year,  and so  this  is a  merchandising
discussion and will be a merchandising  -- with our sourcing team and their time
team, I'm assuming working together,  to make sure we make the best decisions on
cost and who's  buying the most and where are the better  products  and  sharing
that information,  but it's not a distraction for our store operators. These are
two companies that are running their own businesses with the benefit of product,
acquisition,  talent  and  scale  that  we  think  will be the  benefit  of both
companies.

Dan Binder - Buckingham Research

Will you have to cut anything in the  existing  Circuit City stores to make room
for these new products?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Look,  we are obviously  early in this process,  but I think there's room in the
stores to fit everything we need.

Dan Binder - Buckingham Research

Okay. Just a couple of other  questions.  If you could just touch on what you're
doing on the warranty  side?  And then given the upside in  financing  come this
quarter,  should we be  extrapolating  for that, given your expectation that the
income will continue  after the credit card  business is sold?  And then lastly,
what do you think explains the lumpiness in your business  between  November and
February?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Finance income,  as we said before,  that we looked at FY2003,  when the finance
income, I believe,  was just north of $27 million. We said if you looked through
the first three quarters of this year and extended it forward it would have been
similar number in the $27 to $30 million  range. I think,  you shouldn't look at
the last quarter, when we're in the process of trying to be sure we have a great
transition  between  ourselves  and Bank One.  But rather the  guidance  we gave
before was similar to 2003, which was 27-something , if you look at this year it
was close to 30. You're in the range we believe it will be going forward.

Dan Binder - Buckingham Research

Okay. And with regard to what you're doing on the warranties?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Warranties -- what respect to the warranties?

Dan Binder - Buckingham Research

You  commented  early in the call that you've  been doing  things on pricing and
terms to help stabilize that business.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Well, we've always said that warranties  obviously are sensitive relative to the
product  you're  selling and the retail of the product  you're selling and as in
other areas of the Company,  we are and you should  expect us to continue to run
sensitivity  tests on  warranties  around the country to determine  that optimum
balance. And so we've got a group doing that today, our expectation is that they
will  continue to do that and push at the edges of that to make sure we have the
optimum  balance.  It is an ongoing  process of really sort of defining what the
offer ought to be relative to the other products you're selling in the store.

John Froman - Circuit City Stores Inc. - COO & EVP

But the primary driver of the improved  performance is good performance from our
store directors, our sales managers and our product specialists executing day in
and day out in the last quarter?

Dan Binder - Buckingham Research

Okay. And then with regard to my last question. You've had some lumpiness in the
business  trends in the last  several  months.  Is that a function  of  changes,
distractions,  just volatility in the business?  Anything that you can say about
that?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Well, look, while January and February were better, we're not happy with January
and February.  I think what we said before and is still the case, is that we ran
a better business in January and February. I think the store execution improved,
we would expect it will  continue to improve.  It wasn't what we needed it to be
in December and so there is clearly some of that reflected in the sales results.
There are a lot of moving parts in every month. But first and foremost,  we need
to make sure -- again,  we think  we're  doing a much  better  job here and will
continue to. We need to do the right job to take care of folks in the store.

Dan Binder - Buckingham Research

Great, thanks.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay.

Operator

Next is Scot Ciccarelli from RBC Capital Markets. Please proceed.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Scot?

Operator

Do we have Mr. Ciccarelli on the line?

Scot Ciccarelli - RBC Capital Markets

Hello?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

If not -- Scot?

Scot Ciccarelli - RBC Capital Markets

Yeah.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay, go ahead.

Scot Ciccarelli - RBC Capital Markets

Sorry about that. The question I have relates to vendor community.  You guys are
making a big push into private  label  business,  obviously,  the  InterTANs and
other push there.  What kind of reaction do you think  you're  going to get from
the vendor community? Do you think you're going to get a pushback with, you guys
have  historically been a branded-type  business,  what do you think the vendors
are going to be thinking regarding this move and, you're pretty overt statements
that you're going to make a bigger push in the private label? Thanks.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

While we're going to make a big push into  private  label,  understand  that the
majority of our business will be branded. That there is no way that you're going
to replace Sony and  Panasonic  and Samsung and Hitachi and key brands like that
in your assortment. That they are important today as they have ever been. But in
sort of a brave new digital  world,  there are a lot of  products  out there and
brands show up very quickly these days in digital  products.  As you look at all
the  peripherals and accessories and think of the brands that are predominant in
MP3  players  that  didn't  exist  a few  years  ago,  I  think  we  have a real
opportunity to increase both our own brand share and the fun and exciting pieces
of that that we can bring some  unique  styling  and  fashion  and so forth that
we've been talking about  needing to have,  we're not going to impact the amount
of Sony TVs we sell or Panasonic and Hitachi and Samsung and so forth. Those are
great brands that we  absolutely  need in our  assortment  and will  continue to
support aggressively.

Scot Ciccarelli - RBC Capital Markets

Okay, thank you very much.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

We can take one more question, please. We will make this the last question.

Operator

The last  question  will come from Budd Bugatch with Raymond James & Associates.
Please proceed.

Rex Henderson - Raymond James & Associates

Good afternoon. And this is Rex, Budd is on the road. Congratulations on a great
quarter. The questions I had, again, are on the acquisition.  You've articulated
about three basic  reasons for it. The private label  opportunity,  the sourcing
opportunities and, of course, the profitability of the business. Can you sort of
give me an idea of the  importance  of those in your  mind and can you  expand a
little bit around the profitability of that business? Is there an opportunity to
expand that  profitability?  You said it's about a 5% operating  margin over the
last four quarters. Can that get better?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Look, to comment  specifically  on their business at this time,  you're going to
have to  address  some of  those  questions  to  them.  The  nature  of  working
cooperatively on sourcing, taking our team and their team and making the best of
both, our  expectation is there are benefits on both sides.  They have a certain
skill and a culture  expertise at getting this done and a great  management team
and  equally  we have a good  group  of  folks  working  on this and we bring an
element of scale, I think both sides benefit here.

Rex Henderson - Raymond James & Associates

Okay,  so you think the sourcing is the  principle  strategic  advantage in this
acquisition?

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Look, it is a strategic advantage. First and foremost, this is a company that we
think is a good  company that will run a good  business  and do well.  If we did
nothing else but say here's a company and a way to get into Canada and establish
a presence there, if we stop there, this is a good company that we think will do
well going forward.  Having said that, there are obvious synergistic benefits of
taking what we do well and the scale that we bring to the culture and  expertise
they have in sourcing in a private label  orientation that we think will benefit
both sides.

And  clearly  there's  also  unique  product  assortments  that we  think we can
introduce  into our  stores  that  will  help us have  things  that  will  bring
customers to our store that we don't have today. So, introduce new products that
don't exist in our stores today. New products,  new product lines that obviously
we hope  we'll  sell some of.  There is a series of  benefits  here,  but it all
starts with the fact that they're  running a good  business and we want the same
folks running the same good business going forward.

Rex Henderson - Raymond James & Associates

Thank you very much.

Alan McCollough - Circuit City Stores Inc. - Chairman, President & CEO

Okay, and thank all of you for joining us today.

Operator

This  concludes  our  Circuit  City   conference   call.   Thank  you  for  your
participation today. You may now disconnect.


Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of InterTAN. At the time the offer is commenced, Circuit City
will  file a  tender  offer  statement  with the U.S.  Securities  and  Exchange
Commission and InterTAN will file a  solicitation/recommendation  statement with
respect to the offer.  Investors and InterTAN  stockholders are strongly advised
to read the tender  offer  statement  (including  an offer  purchase,  letter of
transmittal     and    related    tender     documents)    and    the    related
solicitation/recommendation   statement  because  they  will  contain  important
information. These documents will be made available to all InterTAN stockholders
at no expense to them and, when  available,  may be obtained at no charge at the
SEC's Web site at www.sec.gov.