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Code of Conduct FY2008
Code of Conduct FY2008
Overview


About the Code           AutoZone, Inc. values our reputation for integrity and adherence to the
of Conduct               highest ethical standards. The Code of Conduct has been adopted by our
                         Board of Directors and is the essence of AutoZone’s commitment to its values
                         and ethical practices. It provides an overview of standards of behavior
                         applicable to all AutoZoners, including all employees, officers and, when
                         they are acting on behalf of AutoZone, the Board of Directors. It is not,
                         however, an exhaustive statement of AutoZone policies and procedures and
                         does not address every potential scenario.


Expectations             All AutoZoners must follow the Code of Conduct. If you are faced with
                         questions beyond those addressed in the Code of Conduct, you are expected
                         to follow both the spirit and letter of the Code, applicable laws and AutoZone
                         policies and procedures that govern the issues. If you have questions, ask your
                         immediate supervisor. Taken together, the Code of Conduct and AutoZone
                         policies and procedures set forth the requirements for responsible behavior.


In this manual           Topics in this Code of Conduct are listed below.

                                                    Topic                                See Page
                           AutoZone Values                                                   2
                           AutoZoner Conduct                                                 3
                           Conflicts of Interest                                             6
                           Corporate Opportunities                                           9
                           Confidentiality                                                  10
                           Fair Dealing                                                     12
                           Protection and Proper Use of AutoZone Assets                     14
                           Computer Use                                                     15
                           Compliance with Laws, Rules and Regulations                      18
                           Reporting of Illegal or Unethical Behavior                       21
                           Interpretation and Waivers of the Code                           23
                           Reporting Contacts                                               24
                           Acknowledgement and Affirmation                                  25
                           Code of Conduct Contact List                                     26




                                                                                                       1
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
AutoZone Values


AutoZone’s               An AutoZoner Always:
Values
                         Puts Customers First
                             Exceed your customers’ expectations by providing WOW! Customer
                             Service and going the Extra Mile. Understand your customers’ needs and
                             solve their problems. Treat each customer as your only customer.

                         Cares about People
                             Treat people with dignity and respect. Recognize great work and provide
                             frequent feedback. Demonstrate concern for others and your community.
                             Create a safe environment. Own your development and help develop
                             others.

                         Strives for Exceptional Performance
                             Be accountable and honor your commitments. Act in a manner of the
                             highest legal and ethical standards. Use resources wisely and promote a
                             culture of thrift. Take strong initiative, act quickly and do the job right the
                             first time.

                         Energizes Others
                             Share your passion for the business. Generate enthusiasm, motivate others
                             and promote innovation. Listen and assume positive intent in others.

                         Embraces Diversity
                             Welcome each individual’s heritage, differences and unique qualities.
                             Build teams with diverse thoughts, skills, knowledge and backgrounds.
                             Value ideas and opinions of others.

                         Helps Teams Succeed
                             Actively contribute to team goals and seek opportunities to lead. Be a
                             reliable and supportive team member. Strive for accurate and clear
                             communication. Place team goals over personal goals.




                                                                                                               2
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
AutoZoner Conduct


Introduction             Your conduct is a reflection of AutoZone. You are expected to perform your
                         job ethically and in a way that serves our customers and adds value to our
                         shareholders.


Equal                    AutoZone provides equal employment opportunity for all qualified
employment               individuals regardless of age, gender, marital status, citizenship, race, color,
opportunity              religion, national origin, disability, sexual orientation, military or veteran
                         status. All employment decisions are based on job-related requirements. The
                         policy pertains to recruiting, hiring, training, promotions, compensation,
                         benefits, transfers, education and all other aspects of employment with
                         AutoZone.

                         AutoZone is committed to fairness and mutual respect and to providing
                         competitive compensation, benefits and training opportunities. Performance
                         evaluations and decisions about compensation and promotion are based on
                         merit and objective measures without favoritism.


Harassment               AutoZone is committed to providing a workplace that is respectful and free
                         from all forms of harassment. Our commitment to fairness and mutual respect
                         precludes harassment of AutoZoners, customers, vendors or candidates for
                         employment. AutoZone expects that all relationships among persons in the
                         work environment are business-like and free of bias, prejudice and
                         harassment.

                         Harassment occurs when unwelcome conduct, including but not limited to
                         sexual or racial harassment and intimidation, creates a hostile or offensive
                         environment or is implied to be a factor in employment or advancement
                         decisions.

                         We do not tolerate actions, comments, inappropriate physical contact, sexual
                         advances or any other conduct that is intimidating or otherwise offensive or
                         hostile. Incidents of harassment must be reported to management
                         immediately.

                                                                                       Continued on next page




                                                                                                            3
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
AutoZoner Conduct, Continued


Non-violent              We are committed to maintaining a safe and healthful work environment and
workplace                do not tolerate

                         • violent acts or threats of violence on AutoZone premises or while engaged
                           in AutoZone business, or
                         • possession of unauthorized firearms or other weapons on AutoZone
                           premises or while engaged in AutoZone business.


Alcohol and              AutoZone is committed to a safe and productive, drug-free workplace.
narcotics                Reporting to work under the influence of alcohol, narcotics, other intoxicants
                         or non-prescribed drugs, and the solicitation, possession and use of them on
                         company premises is prohibited.

                         AutoZone property includes all indoor and outdoor work areas, all parking
                         areas and all AutoZone vehicles. Operating an AutoZone vehicle under the
                         influence of controlled substances or alcohol is a violation of policy. This
                         includes the operation of AutoZone vehicles on personal time and includes
                         personal and rental vehicles used for AutoZone business.


Media contact            Members of the media – newspaper, radio, magazine or television – may call
                         seeking information regarding various aspects of our business. All inquiries
                         must be referred to Media Relations. You are not permitted to speak with the
                         media or consent to an interview on behalf of AutoZone without receiving
                         prior approval from Media Relations.


Defamatory               AutoZoners must not engage in defamatory activity on websites, Internet
statements               forums, blogs, chatrooms, podcasts, or any other Internet media that makes
                         defamatory statements or derogatory remarks about AutoZone or AutoZoners,
                         customers, vendors, partners, affiliates and others, including competitors, or
                         comments that may damage AutoZone’s public image.


Compliance               AutoZoners may be subject to additional policies and procedures governed by
with other               their specific job functions, responsibilities and business risks associated with
AutoZone                 those areas. Supervisors are responsible for communicating additional
policies                 policies and procedures relevant to their function.

                                                                                      Continued on next page




                                                                                                             4
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
AutoZoner Conduct, Continued


Questions to             Here are some questions to ask when making decisions. If the answer to any
ask when                 of these questions is no, do not pursue the situation any further.
making
decisions                • Is it legal?
                         • Does my decision align with AutoZone’s Values?
                         • Is it the right thing to do?
                         • Is it the appropriate thing to do given the circumstances?
                         • Would I want everyone to know about this?
                         • Will I feel good about myself?


Records and              AutoZoners who create or maintain reports or records are responsible for
reports                  ensuring

                         • integrity
                         • accuracy
                         • completeness, and
                         • compliance with AutoZone policies and legal requirements.




                                                                                                      5
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Conflicts of Interest


Introduction             AutoZoners must avoid situations in which other interests or commitments
                         may affect their ability to perform their job. It is impossible to identify every
                         situation which might be an actual or potential conflict or which might
                         present the appearance of a conflict. Examples of the most common situations
                         follow.


Definitions              Terms used in this section are defined below.
                         • Direct report is an AutoZoner and the immediate supervisor.
                         • Indirect report is a member of management – other than the immediate
                           supervisor – who has authority over an AutoZoner.
                         • Family relationship is one that exists between two AutoZoners who are
                           related or become related while working at AutoZone, including
                           − father, mother, brother and sister
                           − husband, wife, son and daughter
                           − stepparents, stepchildren, stepbrother and stepsister
                           − grandparents and grandchildren, and
                           − in-laws.


Conflicts                The following conflicts of interest are prohibited:
                         • accepting gifts, tips or gratuities from customers
                         • accepting unauthorized gifts, entertainment, gratuities or employment from
                           competitors, vendors or potential vendors for business favors
                         • soliciting or requesting gifts, tickets or samples from vendors or financial
                           service providers for personal or unapproved AutoZone uses
                         • participating in any enterprise in competition with AutoZone
                         • using confidential information for personal gain or to AutoZone’s
                           disadvantage
                         • having a direct or indirect financial interest in any of AutoZone’s vendors,
                           competitors or in property that is leased or sold to AutoZone unless that
                           interest is a small minority of stock in a publicly owned company whose
                           shares are traded through normal markets
                         • using AutoZone assets or labor for personal reasons
                         • using the AutoZoner discount for your own or someone else’s – friend,
                           relative or customer – business purposes, and
                         • exchanging gifts with direct or indirect reports.

                                                                                      Continued on next page




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Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Conflicts of Interest, Continued


Potential                The following may give the appearance of a potential conflict:
conflicts
                         • accepting free product samples for non-business purposes, and
                         • having a family member who either
                           − works for a competitor or vendor of AutoZone, or
                           − accepts gifts, gratuities, loans or entertainment from a competitor, vendor
                             or potential vendor.


Gifts                    At seasonally appropriate times of the year, gifts from outside sources are
                         permitted with management approval. The following apply:
                         • The retail value of any gift, including dinners, should not exceed $50 from
                           one source during the course of a year.
                         • If it is a large gift, donate it to a charity.


Tickets                  Free event tickets provided by vendors must be turned over to a member of
                         management at the officer level. The tickets may be used to reward
                         AutoZoners for good work or may be donated to charity.


Samples                  Product samples are an acceptable and important part of the business if your
                         job is buying merchandise for AutoZone. AutoZoners with merchandising
                         responsibility may accept samples and use samples as long as it is for a
                         business purpose. However, they should not be used as a personal benefit.


Discounts                All AutoZoners may purchase AutoZone merchandise at a discount.
                         Merchandise (except oil, antifreeze, refrigerant, spark plugs, VDP, Express
                         Parts, marked-down items, tires, wheels, gift and phone cards) can be
                         purchased at a 20-percent discount off the current retail price. The discount is
                         not to be used to purchase products for an outside business. AutoZoners must
                         have their discount card at time of purchase.
                         Eligible
                         Only you and the dependents listed on your tax return or the tax return you
                         are listed on may use your AutoZone discount.
                         Not eligible
                         It is not to be used to purchase products for anyone not listed as dependents
                         on your tax return including friends and other relatives.

                                                                                      Continued on next page



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Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Conflicts of Interest, Continued


Direct and               Supervisors may not enter into dating or personal / social relationships with
indirect                 AutoZoners
reporting
relationships            • with whom they have a direct or indirect reporting relationship
                         • over whom they have
                           − promotional or demotional authority or
                           − investigative authority, or
                           − hiring, firing and job-placement authority.


Family                   AutoZoners who are related, or become related while working at AutoZone,
relationships            are not permitted to work together

                         • in the same store
                         • in the same department (DC, ALLDATA, SSC)
                         • in a direct reporting relationship, or
                         • in an indirect reporting relationship without the prior approval of an officer.

                         Note: If an indirect reporting relationship is approved, decisions regarding
                         disciplinary actions, compensation, promotions or demotions are handled by
                         the next hierarchal member of management and the director of AutoZoner
                         Relations.


Further                  If a relationship develops that does not conform to these policies and you
clarification            voluntarily advise senior management of the situation immediately, an
about                    attempt will be made to transfer you or the other AutoZoner to another
relationships            location or department.




                                                                                                             8
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Corporate Opportunities


Introduction             AutoZoners are responsible for advancing AutoZone’s business interests
                         when the opportunity to do so arises.


Unacceptable             AutoZoners are not permitted to take for themselves – or direct to a third
practices                party – any business opportunity discovered through their position at
                         AutoZone or through the use of AutoZone property or information.

                         AutoZoners must not

                         • use their position with AutoZone, or AutoZone property or information, for
                           personal gain, or
                         • compete with AutoZone.




                                                                                                        9
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Confidentiality


Introduction             AutoZoners may not disclose or provide confidential personal or business
                         information, directly or indirectly, to any person or entity inside or outside of
                         AutoZone who does not have a business need and authorization to have the
                         information. If you receive a court order to provide personnel information,
                         contact AutoZoner Relations, and they will respond to the request.

                         AutoZoners may not review, copy or otherwise access confidential
                         information except to the extent authorized and necessary to perform their job
                         responsibilities. These obligations also apply to any confidential or
                         proprietary information of third parties to which you might have access in the
                         course of employment.


Definition               Confidential information is non-public information that might be of use to our
                         competitors or harmful to AutoZone, our employees, or our customers if
                         disclosed and includes all data concerning AutoZone’s

                         • business plans
                         • products and pricing
                         • operating procedures and systems
                         • books and records
                         • financial and sales reports
                         • employment actions and personnel issues
                         • investigative reports and statements
                         • customer information (credit card information, loyalty card information,
                           etc.), and
                         • system passwords.


AutoZoner                Records containing personal information about AutoZoners, including that
privacy                  related to health benefits, must be kept confidential. Access to such records is
                         limited to individuals with a specific need to use the information in the
                         performance of their duties. All inquiries regarding employment verification
                         information must be referred to The Work Number for Everyone Customer
                         Service at 1-800-996-7566.

                                                                                       Continued on next page




                                                                                                          10
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Confidentiality, Continued


Data privacy             All AutoZone data belongs exclusively to AutoZone. AutoZoners may access,
                         use and retain such data only for AutoZone business and not for personal
                         benefit or the benefit of any person or entity other than AutoZone.

                         AutoZoners are prohibited from using any information obtained in the course
                         of their employment about AutoZoners, vendors or customers in any manner
                         inconsistent with that described in this Code of Conduct and other AutoZone
                         policies and procedures.

                         Note: If you suspect data has been lost or compromised, report the details
                         immediately to your supervisor.




                                                                                                      11
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Fair Dealing


Introduction             AutoZone has a history of succeeding through honest business competition.
                         We do not seek competitive advantages through illegal or unethical business
                         practices nor do we take unfair advantage of anyone through manipulation,
                         concealment, abuse of privileged information, misrepresentation of material
                         facts or any unfair dealing.


Advertising              AutoZone presents advertised items in a favorable light in a sincere, good
practices                faith offer to sell merchandise, to help the customer obtain the right product
                         and to “do the job right.”

                         Unacceptable
                         AutoZoners must not intentionally discourage customers from purchasing
                         advertised items in order to switch them to other merchandise which may
                         constitute “bait and switch” sales tactics.


Selling                  AutoZoners must
practices
                         • deal with our customers honestly and truthfully
                         • be well-informed about the performance, pricing, features and benefits of
                           the products and services we sell
                         • show a genuine concern for customers’ needs
                         • give accurate information when describing AutoZone products and services
                           or comparing our products to those offered by our competition, and
                         • sell responsibly by explaining how our products and services meet customer
                           needs and support product performance claims accurately and by fact.


Buying                   AutoZoners who make buying decisions must
practices
                         • be informed about the vendors they select
                         • select vendors on the basis of AutoZone’s best interests – product quality,
                           value and potential customer appeal
                         • consider vendor financial condition, trade reputation and reliability, and
                         • confirm that vendors
                           − share our commitment to the highest ethical business standards
                           − have proven records of supplying high quality products or services that
                             are both safe and conform with the law, and
                           − are business-worthy before initial orders are placed.

                                                                                      Continued on next page




                                                                                                          12
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Fair Dealing, Continued


Unacceptable             The following are contrary to both our policies and the law and are not
practices                permitted:

                         • misrepresenting the truth
                         • stealing proprietary information
                         • possessing trade secret information that was obtained without the owner’s
                           consent, and
                         • inducing secret disclosures by past or present employees of other
                           companies.




                                                                                                       13
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Protection and Proper Use of AutoZone Assets


Introduction             AutoZoners are responsible for protecting AutoZone’s assets and for ensuring
                         their efficient use. AutoZone assets should be used only for legitimate
                         business purposes. Theft, carelessness, waste and misuse directly impact
                         AutoZone’s profitability.


Definition               AutoZone defines assets as including

                         • intellectual property such as trademarks
                         • business and marketing plans
                         • salary information
                         • computer resources
                         • any unpublished financial data and reports
                         • equipment
                         • funds
                         • supplies
                         • facilities, and
                         • the services and labor of other AutoZoners.


Using the     AutoZone’s name is used only for authorized AutoZone business and never in
AutoZone name connection with personal or other activities unless an Executive Committee
                         member approves and the use is in accordance with AutoZone’s Values.


Intellectual             Intellectual property, including trademarks, patents and information and
property                 knowledge about AutoZone’s systems, products and services, belongs to
                         AutoZone even if an AutoZoner leaves the organization. AutoZone is the sole
                         and exclusive owner of any intellectual property made, conceived or
                         developed by an AutoZoner in the course of employment with AutoZone.
                         This includes original artwork, photographs, written material and inventions,
                         patented or otherwise.


Disbursement             Obligating AutoZone to spend or commit to spend monies requires prior
authorization            authorization by approved members of management. Management may authorize
                         expenditures within their general approval levels. General approval levels apply
                         to the full project amount, invoice amount, expense report and/or disbursement
                         amount. It is every AutoZoner’s responsibility to familiarize themselves with the
                         policy, approval levels and expense reimbursement practices.




                                                                                                     14
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Computer Use


Usage                    AutoZone owns computers and communications systems to support business
                         needs. You are the custodian of the equipment assigned for your use and
                         share responsibility for protecting it from theft and unauthorized use.

                         Personal use
                         Limited personal use is permitted provided it neither interferes with business
                         activities or productivity nor detracts from team performance.


Equipment                AutoZone monitors the usage of all computers and communications
monitoring               equipment. AutoZone monitors usage for many reasons, including

                         • to protect AutoZone data
                         • to ensure system performance and capacity, and
                         • to detect criminal activity.

                         Note: There should be no expectation of privacy in your use of any AutoZone
                         computers and communications equipment – personal or otherwise.


Changes to               Computers, communications hardware, peripherals and supporting software are
hardware and             configured by IT to support the job you do. If anything needs to be changed,
software                 added or moved – even minor changes such as adding a screen saver – let IT
                         do it.

                         Examples of changes that require approval by IT include, but are not limited to

                         • wireless access points
                         • laptops
                         • desktop computers
                         • network switches and hubs, and
                         • portable hard drives or USB thumb drives.


Software                 IT Purchasing must validate licensing and grant approval on all requests prior
licenses and             to any hardware or software installations.
purchases
                         At AutoZone, we respect the property and intellectual rights of others and do
                         not copy or distribute any software. Doing so may violate laws and it
                         certainly does not meet our values of integrity and honesty.

                                                                                     Continued on next page




                                                                                                          15
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Computer Use, Continued


Hardware and             Installation requests must be submitted using the IT Services Request form
software                 for
installation
requests                 • software or computers owned by AutoZone
                         • software or computers owned by an AutoZoner or any other individual
                         • freeware, and
                         • downloads from the Internet.


Passwords                Computer and voice mail passwords protect AutoZone data and resources. As
                         an AutoZoner, you are responsible for ensuring that your password protects
                         AutoZone from unauthorized access.

                         Passwords are changed

                         • at least once every 90 days
                         • immediately when directed by Systems Support group in IT, or
                         • immediately if compromised, including when a password is
                           − shared with others
                           − recorded and not stored in an AutoZone approved security container, or
                           − stored in a readable format in the computer.


Internet use             At AutoZone, our compliance with laws and respect for our co-workers has
                         led to the use of filters to block access to inappropriate sites and to monitor
                         individual Internet use. If inappropriate content does appear on a website you
                         are connected to, disconnect immediately from the site.

                         Inappropriate site content includes, but is not limited to

                         • sex and nudity
                         • drugs, hate speech and extreme views
                         • gambling, and
                         • criminal skills, such as bomb making and hacking.

                                                                                      Continued on next page




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Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Computer Use, Continued


E-mail usage             E-mail content reflects upon you and AutoZone. At AutoZone, e-mail
                         etiquette is to be professional and respectful.

                         Be professional.
                         • Always encrypt confidential data using an approved process.
                         • Only broadcast to all AutoZoners with the consent of the vice president of
                           Business Relations.

                         Be respectful.
                         • You are not permitted to use e-mail to
                           − send material that creates a hostile or uncomfortable work environment
                             for others
                           − use profanity or spread gossip or rumors
                           − send derogatory or harassing messages
                           − send sexually explicit material, or
                           − send inappropriate jokes.
                         • If you receive an e-mail from a non-AutoZoner that violates our policy,
                           delete the e-mail and ask the sender to not send that type material to you at
                           AutoZone.


Viruses                  AutoZone computers and communications systems are protected from
                         disruptions caused by a virus or worm. You are not permitted to disable or
                         modify virus protection software.




                                                                                                           17
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Compliance with Laws, Rules and Regulations


Introduction             All AutoZoners are expected to comply in all respects with the laws, rules and
                         regulations that apply to our business. Although not all AutoZoners are
                         expected to know the details of all laws, it is important to recognize when to
                         seek advice from supervisors.


Expectations             AutoZoners must adhere strictly to all applicable laws and regulations
                         including all employment laws in effect where AutoZone does business. This
                         requires adherence to both the letter and spirit of the law.


Contract                 Only AutoZone officers may sign contracts that bind AutoZone to act or pay
negotiations             money to anyone. All contracts require two officer signatures. Under no
                         circumstances are any other AutoZoners authorized to sign contracts. All
                         contracts must be approved for legal form and initialed by an AutoZone
                         attorney.


Copyright laws           It is illegal to copy the copyrighted work of someone else without the
                         permission of the owner. Do not photocopy books or newspaper and
                         magazine articles or copy software, music, or videos without consent. Any
                         copies made with consent of the copyright owner must state that the copy was
                         made with permission.


Bribery,                 AutoZoners must not give AutoZone funds, property, services or labor,
kickbacks and            directly or indirectly, to anyone in order to obtain business for AutoZone or to
foreign business         obtain any special or unusual treatment for you or AutoZone. This includes
dealings
                         • vendors and their agents/representatives, employees, officers and directors,
                           and
                         • U.S. or foreign government officials or agents.

                                                                                      Continued on next page




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Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Compliance with Laws, Rules and Regulations, Continued


About insider            Our stock and other securities are publicly traded on major exchanges and the
information /            market prices of these securities are based on what the public knows about
trading                  AutoZone. Investors could gain an unfair advantage through inside, non-
                         public information that could affect their decision to buy or sell securities.
                         Trading on or tipping others about material, non-public information about
                         AutoZone, its subsidiaries, vendors or licensees is illegal and unethical - it
                         threatens AutoZone integrity and may result in serious civil and criminal
                         penalties for individual AutoZoners and AutoZone. Many of us encounter
                         inside information through the course of our normal business.

                         Examples include

                         • news about our financial results prior to formal release
                         • planned actions regarding our stock
                         • important lawsuits
                         • important contracts, and
                         • senior management changes.


Insider trading          The law forbids the purchase and sale of securities by anyone who has such
laws                     material information, which has not been made public through distribution
                         over major news services or through other publications widely distributed to
                         the public. As a general rule, never discuss inside information with family or
                         friends, suggest they trade in AutoZone stock based on our inside information
                         or make personal investment decisions based on this information. Although
                         insider trading is a complex issue, we can avoid violations by being careful,
                         exercising discretion and using common sense.


Workplace                AutoZone believes in providing a safe and healthy work environment for all
safety                   AutoZoners and requires AutoZoners to report hazards.


Product safety           AutoZone is committed to selling quality products that are safe for their
                         intended uses, conform to all laws and regulations and meet relevant industry
                         safety standards. When AutoZone learns of a potential product safety
                         problem, we cooperate with manufacturers and relevant government bodies to
                         take appropriate action. Throughout the process, our principal goal is to
                         ensure the consumers are adequately protected.

                                                                                      Continued on next page




                                                                                                         19
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Compliance with Laws, Rules and Regulations, Continued


Environmental            We are committed to maintaining a high level of awareness on environmental
protection               matters, cooperating with government agencies, vendors and communities in
                         environmental protection efforts and complying with all applicable
                         environmental laws and regulations.

                         We also require AutoZone and all AutoZoners to

                         • conserve resources through improving energy efficiency in our operations,
                           and
                         • minimize the weight, volume and toxicity of waste we generate.


Political                AutoZoners may not give AutoZone funds, property, services or labor directly
contributions            or indirectly, to any candidate, political organization or political party without
and activities           specific approval from a member of the Executive Committee. This applies to
                         any federal, state or local election or any referendum or lobbying effort at any
                         level of government.




                                                                                                         20
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Reporting of Illegal or Unethical Behavior


Introduction             AutoZone requires the reporting of noncompliance with the established Code
                         of Conduct.


Compliance               All AutoZoners must abide by this Code of Conduct. No one is an exception.
                         This is a condition of employment.


Noncompliance            Failure to abide by the Code of Conduct is considered a serious violation and
                         is justification for corrective action up to and including immediate
                         termination.


Reporting                If you have knowledge of a violation of this Code of Conduct, AutoZone
noncompliance            policy or any legal requirement, you have an obligation to report it to your
                         supervisor or AutoZoner Relations at 1-800-510-1033. The Board of
                         Directors should communicate any suspected violations of the Code directly
                         to the Chairman of the Audit Committee. You may report violations and feel
                         confident that AutoZone does not allow retaliation against you for promptly
                         reporting noncompliance issues.


Past                     If you question whether or not you may have violated this Code of Conduct in
noncompliance            the past, please speak immediately with your supervisor. If you feel it is
                         inappropriate to discuss this problem with your supervisor, contact your
                         human resources representative or AutoZoner Relations.

                         Reporting of a possible noncompliance action in the past does not
                         automatically jeopardize your employment. Situations are reviewed on a case-
                         by-case basis and you are expected to abide by this Code of Conduct in the
                         future as a condition of employment.

                                                                                    Continued on next page




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Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Reporting of Illegal or Unethical Behavior, Continued


Supervisors’             As a supervisor, you have an obligation to take any complaint or concern
obligation for           from one of your AutoZoners seriously. If you determine that action is
problem                  required to correct the situation, notify all appropriate individuals and make
resolution               sure the situation is investigated. Immediately report serious violations to
                         AutoZoner Relations.


Cooperation              AutoZone is committed to quickly and effectively resolving issues that are
                         brought to our attention. If it becomes necessary to conduct investigations,
                         you must cooperate fully and maintain the utmost confidentiality. Failure to
                         cooperate or breach of confidentiality during an investigation can result in
                         disciplinary action, up to and including termination.




                                                                                                          22
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Interpretation and Waivers of the Code


Interpretations          AutoZone’s General Counsel is responsible for interpreting the Code of
                         Conduct.


Waivers                  In certain circumstances, it may be appropriate to grant a waiver of a
                         provision of the Code of Conduct. Any request for a waiver must be in
                         writing and presented to the General Counsel or the General Counsel’s
                         designee. Any waiver of this Code for AutoZone’s executive officers or
                         directors may be made only by the Board of Directors or a committee of the
                         Board, and must be promptly disclosed to stockholders in accordance with
                         legal and regulatory requirements.




                                                                                                      23
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Reporting Contacts


Introduction             This section provides contact information for asking questions about this
                         Code of Conduct and for reporting noncompliance of the Code, legal
                         requirements and AutoZone policy.


Contacts                 Contacts for specific topics are listed in the table below.

  Report…                           To the following contact…
                                    • your immediate supervisor
  complaints and
                                    • your human resources representative, or
  noncompliance
                                    • AutoZoner Relations at 1-800-510-1033.
                                    • Financial Fraud Hotline at 1-800-925-5150, or
  insider trading and
                                    • General Counsel
  financial fraud
                                      − E-mail via Lotus Notes: General Counsel
                                      − E-mail via Internet: generalcounsel@autozone.com
                                      − By letter or phone to
                                          AutoZone, Inc., Dept. 8074
                                          P.O. Box 2198
                                          Memphis, TN 38101-9842
                                          901-495-7966
                                    Note: Complaints may be sent anonymously. However, we prefer that
                                    you give us your contact information so that we may ask any
                                    questions that might arise from your complaint.
  investor inquiries                Investor Relations at 901-495-7185.
  IT security issues                information.security@autozone.com
  media inquiries                   Media Relations at 901-495-7962.
                                    Reminder: All media inquiries must be referred to Media Relations.
                                    You are not permitted to speak with the media without prior approval.
                                    • your immediate supervisor, or
  safety hazards
                                    • Safety Hotline at 1-800-270-6819.
                                    Note: Safety and health concerns and suggestions may be
                                    communicated anonymously. However, we prefer that you give us
                                    your contact information so that we may ask questions that might
                                    arise from your concern/suggestion.
  theft / shrink                    Shrinkbuster Hotline at 1-800-848-4338.
                                    Note: Theft / shrink concerns and suggestions may be communicated
                                    anonymously. However, we prefer that you give us your contact
                                    information so that we may ask questions that might arise from your
                                    concern/suggestion.




                                                                                                        24
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Acknowledgement and Affirmation


Introduction             We believe that acknowledging your agreement to abide by the Code of
                         Conduct on an annual basis supports our Values and helps ensure continued
                         company growth and success.


In summary               The Code of Conduct FY2008 supersedes all previous issues. Failure to abide
                         by its contents is considered a serious violation and is justification for
                         corrective action up to and including immediate termination.

                         Nothing in this Code of Conduct creates a contract of employment between
                         you and AutoZone. Your employment with AutoZone is at will and will
                         continue for no specific period of time. It may be terminated by you or by
                         AutoZone, with or without cause or notice, at any time.


Requirement              Management level AutoZoners who receive the Code of Conduct FY2008
                         must acknowledge that they have read and agree to comply with AutoZone’s
                         Code of Conduct.


Procedure                Follow the procedure below to acknowledge your responsibility to read,
                         understand and comply with the contents stated in the Code of Conduct
                         FY2008.

If you are an AutoZoner…                            And you are in …           Then log on to AZ Policy
                                                                               Center…
• in the store, or                                  the store                  through Daily Online
• field management (such as RM,                                                Communication (DOC) and
                                                                               record your acknowledgment
  DM, RHRM)
                                                                               of the Code of Conduct.
• in the SSC or CAT                                 an AutoZone facility       directly through a browser by
• in field management (such as                      that has Intranet access   going to the Intranet web
                                                    and a browser such as      address:
  RM, DM, RHRM)
• in a distribution center, or                      Internet Explorer,         http://policy.autozone.com
• at ALLDATA                                        Netscape, or Firefox       and record your
                                                                               acknowledgment of the Code
                                                                               of Conduct.




                                                                                                               25
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
Code of Conduct Contact List


                         Contact numbers for asking questions and/or reporting noncompliance of the
                         Code of Conduct are listed in the table below.

                                   Contact                                      How to Reach the Contact
                           AutoZoner Relations                          1-800-510-1033
                                                                        Inside SSC: 7250
                           Financial Fraud Hotline                      Reports can be submitted by the Financial
                                                                        Fraud Hotline to the office of the General
                                                                        Counsel by
                                                                        • logging on to the AutoZone Policy
                                                                          Center and clicking on the icon for
                                                                          incident reporting
                                                                        • calling 1-800-925-5150
                                                                        • e-mailing
                                                                          generalcounsel@autozone.com, or
                                                                        • delivering the complaint to Harry
                                                                          Goldsmith, General Counsel, at his
                                                                          office, or addressed to:
                                                                        Department 8074
                                                                        P.O. Box 2198
                                                                        Memphis, TN 38101.
                           General Counsel                              General Counsel
                                                                        AutoZone, Inc., Dept. 8074
                                                                        P.O. Box 2198
                                                                        Memphis, TN 38101-9842
                                                                        901-495-7966
                                                                        Inside SSC: 7966
                                                                        generalcounsel@autozone.com
                           Investor Relations                           901-495-7185
                                                                        Inside SSC: 7185
                           Systems Support                              901-495-7777
                                                                        Inside SSC: 7777
                           Media Relations                              901-495-7962
                                                                        Inside SSC: 7962
                           Safety Hotline                               1-800-270-6819
                           Shrinkbuster Hotline                         1-800-848-4338
                           SSC Main Switchboard                         901-495-6500
                                                                        Inside SSC: 6500




                                                                                                                     26
Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved

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autozone CodeofConductFY2008_English

  • 2. Code of Conduct FY2008 Overview About the Code AutoZone, Inc. values our reputation for integrity and adherence to the of Conduct highest ethical standards. The Code of Conduct has been adopted by our Board of Directors and is the essence of AutoZone’s commitment to its values and ethical practices. It provides an overview of standards of behavior applicable to all AutoZoners, including all employees, officers and, when they are acting on behalf of AutoZone, the Board of Directors. It is not, however, an exhaustive statement of AutoZone policies and procedures and does not address every potential scenario. Expectations All AutoZoners must follow the Code of Conduct. If you are faced with questions beyond those addressed in the Code of Conduct, you are expected to follow both the spirit and letter of the Code, applicable laws and AutoZone policies and procedures that govern the issues. If you have questions, ask your immediate supervisor. Taken together, the Code of Conduct and AutoZone policies and procedures set forth the requirements for responsible behavior. In this manual Topics in this Code of Conduct are listed below. Topic See Page AutoZone Values 2 AutoZoner Conduct 3 Conflicts of Interest 6 Corporate Opportunities 9 Confidentiality 10 Fair Dealing 12 Protection and Proper Use of AutoZone Assets 14 Computer Use 15 Compliance with Laws, Rules and Regulations 18 Reporting of Illegal or Unethical Behavior 21 Interpretation and Waivers of the Code 23 Reporting Contacts 24 Acknowledgement and Affirmation 25 Code of Conduct Contact List 26 1 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 3. AutoZone Values AutoZone’s An AutoZoner Always: Values Puts Customers First Exceed your customers’ expectations by providing WOW! Customer Service and going the Extra Mile. Understand your customers’ needs and solve their problems. Treat each customer as your only customer. Cares about People Treat people with dignity and respect. Recognize great work and provide frequent feedback. Demonstrate concern for others and your community. Create a safe environment. Own your development and help develop others. Strives for Exceptional Performance Be accountable and honor your commitments. Act in a manner of the highest legal and ethical standards. Use resources wisely and promote a culture of thrift. Take strong initiative, act quickly and do the job right the first time. Energizes Others Share your passion for the business. Generate enthusiasm, motivate others and promote innovation. Listen and assume positive intent in others. Embraces Diversity Welcome each individual’s heritage, differences and unique qualities. Build teams with diverse thoughts, skills, knowledge and backgrounds. Value ideas and opinions of others. Helps Teams Succeed Actively contribute to team goals and seek opportunities to lead. Be a reliable and supportive team member. Strive for accurate and clear communication. Place team goals over personal goals. 2 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 4. AutoZoner Conduct Introduction Your conduct is a reflection of AutoZone. You are expected to perform your job ethically and in a way that serves our customers and adds value to our shareholders. Equal AutoZone provides equal employment opportunity for all qualified employment individuals regardless of age, gender, marital status, citizenship, race, color, opportunity religion, national origin, disability, sexual orientation, military or veteran status. All employment decisions are based on job-related requirements. The policy pertains to recruiting, hiring, training, promotions, compensation, benefits, transfers, education and all other aspects of employment with AutoZone. AutoZone is committed to fairness and mutual respect and to providing competitive compensation, benefits and training opportunities. Performance evaluations and decisions about compensation and promotion are based on merit and objective measures without favoritism. Harassment AutoZone is committed to providing a workplace that is respectful and free from all forms of harassment. Our commitment to fairness and mutual respect precludes harassment of AutoZoners, customers, vendors or candidates for employment. AutoZone expects that all relationships among persons in the work environment are business-like and free of bias, prejudice and harassment. Harassment occurs when unwelcome conduct, including but not limited to sexual or racial harassment and intimidation, creates a hostile or offensive environment or is implied to be a factor in employment or advancement decisions. We do not tolerate actions, comments, inappropriate physical contact, sexual advances or any other conduct that is intimidating or otherwise offensive or hostile. Incidents of harassment must be reported to management immediately. Continued on next page 3 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 5. AutoZoner Conduct, Continued Non-violent We are committed to maintaining a safe and healthful work environment and workplace do not tolerate • violent acts or threats of violence on AutoZone premises or while engaged in AutoZone business, or • possession of unauthorized firearms or other weapons on AutoZone premises or while engaged in AutoZone business. Alcohol and AutoZone is committed to a safe and productive, drug-free workplace. narcotics Reporting to work under the influence of alcohol, narcotics, other intoxicants or non-prescribed drugs, and the solicitation, possession and use of them on company premises is prohibited. AutoZone property includes all indoor and outdoor work areas, all parking areas and all AutoZone vehicles. Operating an AutoZone vehicle under the influence of controlled substances or alcohol is a violation of policy. This includes the operation of AutoZone vehicles on personal time and includes personal and rental vehicles used for AutoZone business. Media contact Members of the media – newspaper, radio, magazine or television – may call seeking information regarding various aspects of our business. All inquiries must be referred to Media Relations. You are not permitted to speak with the media or consent to an interview on behalf of AutoZone without receiving prior approval from Media Relations. Defamatory AutoZoners must not engage in defamatory activity on websites, Internet statements forums, blogs, chatrooms, podcasts, or any other Internet media that makes defamatory statements or derogatory remarks about AutoZone or AutoZoners, customers, vendors, partners, affiliates and others, including competitors, or comments that may damage AutoZone’s public image. Compliance AutoZoners may be subject to additional policies and procedures governed by with other their specific job functions, responsibilities and business risks associated with AutoZone those areas. Supervisors are responsible for communicating additional policies policies and procedures relevant to their function. Continued on next page 4 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 6. AutoZoner Conduct, Continued Questions to Here are some questions to ask when making decisions. If the answer to any ask when of these questions is no, do not pursue the situation any further. making decisions • Is it legal? • Does my decision align with AutoZone’s Values? • Is it the right thing to do? • Is it the appropriate thing to do given the circumstances? • Would I want everyone to know about this? • Will I feel good about myself? Records and AutoZoners who create or maintain reports or records are responsible for reports ensuring • integrity • accuracy • completeness, and • compliance with AutoZone policies and legal requirements. 5 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 7. Conflicts of Interest Introduction AutoZoners must avoid situations in which other interests or commitments may affect their ability to perform their job. It is impossible to identify every situation which might be an actual or potential conflict or which might present the appearance of a conflict. Examples of the most common situations follow. Definitions Terms used in this section are defined below. • Direct report is an AutoZoner and the immediate supervisor. • Indirect report is a member of management – other than the immediate supervisor – who has authority over an AutoZoner. • Family relationship is one that exists between two AutoZoners who are related or become related while working at AutoZone, including − father, mother, brother and sister − husband, wife, son and daughter − stepparents, stepchildren, stepbrother and stepsister − grandparents and grandchildren, and − in-laws. Conflicts The following conflicts of interest are prohibited: • accepting gifts, tips or gratuities from customers • accepting unauthorized gifts, entertainment, gratuities or employment from competitors, vendors or potential vendors for business favors • soliciting or requesting gifts, tickets or samples from vendors or financial service providers for personal or unapproved AutoZone uses • participating in any enterprise in competition with AutoZone • using confidential information for personal gain or to AutoZone’s disadvantage • having a direct or indirect financial interest in any of AutoZone’s vendors, competitors or in property that is leased or sold to AutoZone unless that interest is a small minority of stock in a publicly owned company whose shares are traded through normal markets • using AutoZone assets or labor for personal reasons • using the AutoZoner discount for your own or someone else’s – friend, relative or customer – business purposes, and • exchanging gifts with direct or indirect reports. Continued on next page 6 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 8. Conflicts of Interest, Continued Potential The following may give the appearance of a potential conflict: conflicts • accepting free product samples for non-business purposes, and • having a family member who either − works for a competitor or vendor of AutoZone, or − accepts gifts, gratuities, loans or entertainment from a competitor, vendor or potential vendor. Gifts At seasonally appropriate times of the year, gifts from outside sources are permitted with management approval. The following apply: • The retail value of any gift, including dinners, should not exceed $50 from one source during the course of a year. • If it is a large gift, donate it to a charity. Tickets Free event tickets provided by vendors must be turned over to a member of management at the officer level. The tickets may be used to reward AutoZoners for good work or may be donated to charity. Samples Product samples are an acceptable and important part of the business if your job is buying merchandise for AutoZone. AutoZoners with merchandising responsibility may accept samples and use samples as long as it is for a business purpose. However, they should not be used as a personal benefit. Discounts All AutoZoners may purchase AutoZone merchandise at a discount. Merchandise (except oil, antifreeze, refrigerant, spark plugs, VDP, Express Parts, marked-down items, tires, wheels, gift and phone cards) can be purchased at a 20-percent discount off the current retail price. The discount is not to be used to purchase products for an outside business. AutoZoners must have their discount card at time of purchase. Eligible Only you and the dependents listed on your tax return or the tax return you are listed on may use your AutoZone discount. Not eligible It is not to be used to purchase products for anyone not listed as dependents on your tax return including friends and other relatives. Continued on next page 7 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 9. Conflicts of Interest, Continued Direct and Supervisors may not enter into dating or personal / social relationships with indirect AutoZoners reporting relationships • with whom they have a direct or indirect reporting relationship • over whom they have − promotional or demotional authority or − investigative authority, or − hiring, firing and job-placement authority. Family AutoZoners who are related, or become related while working at AutoZone, relationships are not permitted to work together • in the same store • in the same department (DC, ALLDATA, SSC) • in a direct reporting relationship, or • in an indirect reporting relationship without the prior approval of an officer. Note: If an indirect reporting relationship is approved, decisions regarding disciplinary actions, compensation, promotions or demotions are handled by the next hierarchal member of management and the director of AutoZoner Relations. Further If a relationship develops that does not conform to these policies and you clarification voluntarily advise senior management of the situation immediately, an about attempt will be made to transfer you or the other AutoZoner to another relationships location or department. 8 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 10. Corporate Opportunities Introduction AutoZoners are responsible for advancing AutoZone’s business interests when the opportunity to do so arises. Unacceptable AutoZoners are not permitted to take for themselves – or direct to a third practices party – any business opportunity discovered through their position at AutoZone or through the use of AutoZone property or information. AutoZoners must not • use their position with AutoZone, or AutoZone property or information, for personal gain, or • compete with AutoZone. 9 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 11. Confidentiality Introduction AutoZoners may not disclose or provide confidential personal or business information, directly or indirectly, to any person or entity inside or outside of AutoZone who does not have a business need and authorization to have the information. If you receive a court order to provide personnel information, contact AutoZoner Relations, and they will respond to the request. AutoZoners may not review, copy or otherwise access confidential information except to the extent authorized and necessary to perform their job responsibilities. These obligations also apply to any confidential or proprietary information of third parties to which you might have access in the course of employment. Definition Confidential information is non-public information that might be of use to our competitors or harmful to AutoZone, our employees, or our customers if disclosed and includes all data concerning AutoZone’s • business plans • products and pricing • operating procedures and systems • books and records • financial and sales reports • employment actions and personnel issues • investigative reports and statements • customer information (credit card information, loyalty card information, etc.), and • system passwords. AutoZoner Records containing personal information about AutoZoners, including that privacy related to health benefits, must be kept confidential. Access to such records is limited to individuals with a specific need to use the information in the performance of their duties. All inquiries regarding employment verification information must be referred to The Work Number for Everyone Customer Service at 1-800-996-7566. Continued on next page 10 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 12. Confidentiality, Continued Data privacy All AutoZone data belongs exclusively to AutoZone. AutoZoners may access, use and retain such data only for AutoZone business and not for personal benefit or the benefit of any person or entity other than AutoZone. AutoZoners are prohibited from using any information obtained in the course of their employment about AutoZoners, vendors or customers in any manner inconsistent with that described in this Code of Conduct and other AutoZone policies and procedures. Note: If you suspect data has been lost or compromised, report the details immediately to your supervisor. 11 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 13. Fair Dealing Introduction AutoZone has a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices nor do we take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing. Advertising AutoZone presents advertised items in a favorable light in a sincere, good practices faith offer to sell merchandise, to help the customer obtain the right product and to “do the job right.” Unacceptable AutoZoners must not intentionally discourage customers from purchasing advertised items in order to switch them to other merchandise which may constitute “bait and switch” sales tactics. Selling AutoZoners must practices • deal with our customers honestly and truthfully • be well-informed about the performance, pricing, features and benefits of the products and services we sell • show a genuine concern for customers’ needs • give accurate information when describing AutoZone products and services or comparing our products to those offered by our competition, and • sell responsibly by explaining how our products and services meet customer needs and support product performance claims accurately and by fact. Buying AutoZoners who make buying decisions must practices • be informed about the vendors they select • select vendors on the basis of AutoZone’s best interests – product quality, value and potential customer appeal • consider vendor financial condition, trade reputation and reliability, and • confirm that vendors − share our commitment to the highest ethical business standards − have proven records of supplying high quality products or services that are both safe and conform with the law, and − are business-worthy before initial orders are placed. Continued on next page 12 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 14. Fair Dealing, Continued Unacceptable The following are contrary to both our policies and the law and are not practices permitted: • misrepresenting the truth • stealing proprietary information • possessing trade secret information that was obtained without the owner’s consent, and • inducing secret disclosures by past or present employees of other companies. 13 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 15. Protection and Proper Use of AutoZone Assets Introduction AutoZoners are responsible for protecting AutoZone’s assets and for ensuring their efficient use. AutoZone assets should be used only for legitimate business purposes. Theft, carelessness, waste and misuse directly impact AutoZone’s profitability. Definition AutoZone defines assets as including • intellectual property such as trademarks • business and marketing plans • salary information • computer resources • any unpublished financial data and reports • equipment • funds • supplies • facilities, and • the services and labor of other AutoZoners. Using the AutoZone’s name is used only for authorized AutoZone business and never in AutoZone name connection with personal or other activities unless an Executive Committee member approves and the use is in accordance with AutoZone’s Values. Intellectual Intellectual property, including trademarks, patents and information and property knowledge about AutoZone’s systems, products and services, belongs to AutoZone even if an AutoZoner leaves the organization. AutoZone is the sole and exclusive owner of any intellectual property made, conceived or developed by an AutoZoner in the course of employment with AutoZone. This includes original artwork, photographs, written material and inventions, patented or otherwise. Disbursement Obligating AutoZone to spend or commit to spend monies requires prior authorization authorization by approved members of management. Management may authorize expenditures within their general approval levels. General approval levels apply to the full project amount, invoice amount, expense report and/or disbursement amount. It is every AutoZoner’s responsibility to familiarize themselves with the policy, approval levels and expense reimbursement practices. 14 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 16. Computer Use Usage AutoZone owns computers and communications systems to support business needs. You are the custodian of the equipment assigned for your use and share responsibility for protecting it from theft and unauthorized use. Personal use Limited personal use is permitted provided it neither interferes with business activities or productivity nor detracts from team performance. Equipment AutoZone monitors the usage of all computers and communications monitoring equipment. AutoZone monitors usage for many reasons, including • to protect AutoZone data • to ensure system performance and capacity, and • to detect criminal activity. Note: There should be no expectation of privacy in your use of any AutoZone computers and communications equipment – personal or otherwise. Changes to Computers, communications hardware, peripherals and supporting software are hardware and configured by IT to support the job you do. If anything needs to be changed, software added or moved – even minor changes such as adding a screen saver – let IT do it. Examples of changes that require approval by IT include, but are not limited to • wireless access points • laptops • desktop computers • network switches and hubs, and • portable hard drives or USB thumb drives. Software IT Purchasing must validate licensing and grant approval on all requests prior licenses and to any hardware or software installations. purchases At AutoZone, we respect the property and intellectual rights of others and do not copy or distribute any software. Doing so may violate laws and it certainly does not meet our values of integrity and honesty. Continued on next page 15 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 17. Computer Use, Continued Hardware and Installation requests must be submitted using the IT Services Request form software for installation requests • software or computers owned by AutoZone • software or computers owned by an AutoZoner or any other individual • freeware, and • downloads from the Internet. Passwords Computer and voice mail passwords protect AutoZone data and resources. As an AutoZoner, you are responsible for ensuring that your password protects AutoZone from unauthorized access. Passwords are changed • at least once every 90 days • immediately when directed by Systems Support group in IT, or • immediately if compromised, including when a password is − shared with others − recorded and not stored in an AutoZone approved security container, or − stored in a readable format in the computer. Internet use At AutoZone, our compliance with laws and respect for our co-workers has led to the use of filters to block access to inappropriate sites and to monitor individual Internet use. If inappropriate content does appear on a website you are connected to, disconnect immediately from the site. Inappropriate site content includes, but is not limited to • sex and nudity • drugs, hate speech and extreme views • gambling, and • criminal skills, such as bomb making and hacking. Continued on next page 16 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 18. Computer Use, Continued E-mail usage E-mail content reflects upon you and AutoZone. At AutoZone, e-mail etiquette is to be professional and respectful. Be professional. • Always encrypt confidential data using an approved process. • Only broadcast to all AutoZoners with the consent of the vice president of Business Relations. Be respectful. • You are not permitted to use e-mail to − send material that creates a hostile or uncomfortable work environment for others − use profanity or spread gossip or rumors − send derogatory or harassing messages − send sexually explicit material, or − send inappropriate jokes. • If you receive an e-mail from a non-AutoZoner that violates our policy, delete the e-mail and ask the sender to not send that type material to you at AutoZone. Viruses AutoZone computers and communications systems are protected from disruptions caused by a virus or worm. You are not permitted to disable or modify virus protection software. 17 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 19. Compliance with Laws, Rules and Regulations Introduction All AutoZoners are expected to comply in all respects with the laws, rules and regulations that apply to our business. Although not all AutoZoners are expected to know the details of all laws, it is important to recognize when to seek advice from supervisors. Expectations AutoZoners must adhere strictly to all applicable laws and regulations including all employment laws in effect where AutoZone does business. This requires adherence to both the letter and spirit of the law. Contract Only AutoZone officers may sign contracts that bind AutoZone to act or pay negotiations money to anyone. All contracts require two officer signatures. Under no circumstances are any other AutoZoners authorized to sign contracts. All contracts must be approved for legal form and initialed by an AutoZone attorney. Copyright laws It is illegal to copy the copyrighted work of someone else without the permission of the owner. Do not photocopy books or newspaper and magazine articles or copy software, music, or videos without consent. Any copies made with consent of the copyright owner must state that the copy was made with permission. Bribery, AutoZoners must not give AutoZone funds, property, services or labor, kickbacks and directly or indirectly, to anyone in order to obtain business for AutoZone or to foreign business obtain any special or unusual treatment for you or AutoZone. This includes dealings • vendors and their agents/representatives, employees, officers and directors, and • U.S. or foreign government officials or agents. Continued on next page 18 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 20. Compliance with Laws, Rules and Regulations, Continued About insider Our stock and other securities are publicly traded on major exchanges and the information / market prices of these securities are based on what the public knows about trading AutoZone. Investors could gain an unfair advantage through inside, non- public information that could affect their decision to buy or sell securities. Trading on or tipping others about material, non-public information about AutoZone, its subsidiaries, vendors or licensees is illegal and unethical - it threatens AutoZone integrity and may result in serious civil and criminal penalties for individual AutoZoners and AutoZone. Many of us encounter inside information through the course of our normal business. Examples include • news about our financial results prior to formal release • planned actions regarding our stock • important lawsuits • important contracts, and • senior management changes. Insider trading The law forbids the purchase and sale of securities by anyone who has such laws material information, which has not been made public through distribution over major news services or through other publications widely distributed to the public. As a general rule, never discuss inside information with family or friends, suggest they trade in AutoZone stock based on our inside information or make personal investment decisions based on this information. Although insider trading is a complex issue, we can avoid violations by being careful, exercising discretion and using common sense. Workplace AutoZone believes in providing a safe and healthy work environment for all safety AutoZoners and requires AutoZoners to report hazards. Product safety AutoZone is committed to selling quality products that are safe for their intended uses, conform to all laws and regulations and meet relevant industry safety standards. When AutoZone learns of a potential product safety problem, we cooperate with manufacturers and relevant government bodies to take appropriate action. Throughout the process, our principal goal is to ensure the consumers are adequately protected. Continued on next page 19 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 21. Compliance with Laws, Rules and Regulations, Continued Environmental We are committed to maintaining a high level of awareness on environmental protection matters, cooperating with government agencies, vendors and communities in environmental protection efforts and complying with all applicable environmental laws and regulations. We also require AutoZone and all AutoZoners to • conserve resources through improving energy efficiency in our operations, and • minimize the weight, volume and toxicity of waste we generate. Political AutoZoners may not give AutoZone funds, property, services or labor directly contributions or indirectly, to any candidate, political organization or political party without and activities specific approval from a member of the Executive Committee. This applies to any federal, state or local election or any referendum or lobbying effort at any level of government. 20 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 22. Reporting of Illegal or Unethical Behavior Introduction AutoZone requires the reporting of noncompliance with the established Code of Conduct. Compliance All AutoZoners must abide by this Code of Conduct. No one is an exception. This is a condition of employment. Noncompliance Failure to abide by the Code of Conduct is considered a serious violation and is justification for corrective action up to and including immediate termination. Reporting If you have knowledge of a violation of this Code of Conduct, AutoZone noncompliance policy or any legal requirement, you have an obligation to report it to your supervisor or AutoZoner Relations at 1-800-510-1033. The Board of Directors should communicate any suspected violations of the Code directly to the Chairman of the Audit Committee. You may report violations and feel confident that AutoZone does not allow retaliation against you for promptly reporting noncompliance issues. Past If you question whether or not you may have violated this Code of Conduct in noncompliance the past, please speak immediately with your supervisor. If you feel it is inappropriate to discuss this problem with your supervisor, contact your human resources representative or AutoZoner Relations. Reporting of a possible noncompliance action in the past does not automatically jeopardize your employment. Situations are reviewed on a case- by-case basis and you are expected to abide by this Code of Conduct in the future as a condition of employment. Continued on next page 21 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 23. Reporting of Illegal or Unethical Behavior, Continued Supervisors’ As a supervisor, you have an obligation to take any complaint or concern obligation for from one of your AutoZoners seriously. If you determine that action is problem required to correct the situation, notify all appropriate individuals and make resolution sure the situation is investigated. Immediately report serious violations to AutoZoner Relations. Cooperation AutoZone is committed to quickly and effectively resolving issues that are brought to our attention. If it becomes necessary to conduct investigations, you must cooperate fully and maintain the utmost confidentiality. Failure to cooperate or breach of confidentiality during an investigation can result in disciplinary action, up to and including termination. 22 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 24. Interpretation and Waivers of the Code Interpretations AutoZone’s General Counsel is responsible for interpreting the Code of Conduct. Waivers In certain circumstances, it may be appropriate to grant a waiver of a provision of the Code of Conduct. Any request for a waiver must be in writing and presented to the General Counsel or the General Counsel’s designee. Any waiver of this Code for AutoZone’s executive officers or directors may be made only by the Board of Directors or a committee of the Board, and must be promptly disclosed to stockholders in accordance with legal and regulatory requirements. 23 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 25. Reporting Contacts Introduction This section provides contact information for asking questions about this Code of Conduct and for reporting noncompliance of the Code, legal requirements and AutoZone policy. Contacts Contacts for specific topics are listed in the table below. Report… To the following contact… • your immediate supervisor complaints and • your human resources representative, or noncompliance • AutoZoner Relations at 1-800-510-1033. • Financial Fraud Hotline at 1-800-925-5150, or insider trading and • General Counsel financial fraud − E-mail via Lotus Notes: General Counsel − E-mail via Internet: generalcounsel@autozone.com − By letter or phone to AutoZone, Inc., Dept. 8074 P.O. Box 2198 Memphis, TN 38101-9842 901-495-7966 Note: Complaints may be sent anonymously. However, we prefer that you give us your contact information so that we may ask any questions that might arise from your complaint. investor inquiries Investor Relations at 901-495-7185. IT security issues information.security@autozone.com media inquiries Media Relations at 901-495-7962. Reminder: All media inquiries must be referred to Media Relations. You are not permitted to speak with the media without prior approval. • your immediate supervisor, or safety hazards • Safety Hotline at 1-800-270-6819. Note: Safety and health concerns and suggestions may be communicated anonymously. However, we prefer that you give us your contact information so that we may ask questions that might arise from your concern/suggestion. theft / shrink Shrinkbuster Hotline at 1-800-848-4338. Note: Theft / shrink concerns and suggestions may be communicated anonymously. However, we prefer that you give us your contact information so that we may ask questions that might arise from your concern/suggestion. 24 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 26. Acknowledgement and Affirmation Introduction We believe that acknowledging your agreement to abide by the Code of Conduct on an annual basis supports our Values and helps ensure continued company growth and success. In summary The Code of Conduct FY2008 supersedes all previous issues. Failure to abide by its contents is considered a serious violation and is justification for corrective action up to and including immediate termination. Nothing in this Code of Conduct creates a contract of employment between you and AutoZone. Your employment with AutoZone is at will and will continue for no specific period of time. It may be terminated by you or by AutoZone, with or without cause or notice, at any time. Requirement Management level AutoZoners who receive the Code of Conduct FY2008 must acknowledge that they have read and agree to comply with AutoZone’s Code of Conduct. Procedure Follow the procedure below to acknowledge your responsibility to read, understand and comply with the contents stated in the Code of Conduct FY2008. If you are an AutoZoner… And you are in … Then log on to AZ Policy Center… • in the store, or the store through Daily Online • field management (such as RM, Communication (DOC) and record your acknowledgment DM, RHRM) of the Code of Conduct. • in the SSC or CAT an AutoZone facility directly through a browser by • in field management (such as that has Intranet access going to the Intranet web and a browser such as address: RM, DM, RHRM) • in a distribution center, or Internet Explorer, http://policy.autozone.com • at ALLDATA Netscape, or Firefox and record your acknowledgment of the Code of Conduct. 25 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved
  • 27. Code of Conduct Contact List Contact numbers for asking questions and/or reporting noncompliance of the Code of Conduct are listed in the table below. Contact How to Reach the Contact AutoZoner Relations 1-800-510-1033 Inside SSC: 7250 Financial Fraud Hotline Reports can be submitted by the Financial Fraud Hotline to the office of the General Counsel by • logging on to the AutoZone Policy Center and clicking on the icon for incident reporting • calling 1-800-925-5150 • e-mailing generalcounsel@autozone.com, or • delivering the complaint to Harry Goldsmith, General Counsel, at his office, or addressed to: Department 8074 P.O. Box 2198 Memphis, TN 38101. General Counsel General Counsel AutoZone, Inc., Dept. 8074 P.O. Box 2198 Memphis, TN 38101-9842 901-495-7966 Inside SSC: 7966 generalcounsel@autozone.com Investor Relations 901-495-7185 Inside SSC: 7185 Systems Support 901-495-7777 Inside SSC: 7777 Media Relations 901-495-7962 Inside SSC: 7962 Safety Hotline 1-800-270-6819 Shrinkbuster Hotline 1-800-848-4338 SSC Main Switchboard 901-495-6500 Inside SSC: 6500 26 Code of Conduct FY2008, ©2005-07, AutoZone, Inc., All rights reserved