Setting the Standard

Our Code of Conduct and Ethics

Dear Fellow Employee:

You’ve made a decision and you’re ready to put it into action. But what if your decision was discussed at the dinner table in front of your children—would you be proud of your decision or would you find yourself looking down at your shoes?

Our dealings with each other and with suppliers, customers, regulators, shareholders and the public should always be fair and honorable, whether or not our behavior will become widely known. The personal behavior of each of us—good and bad—reflects on all of us and on our company.

In the worst cases, the integrity and even viability of a company can be undermined by the actions of one or a handful of employees. Events over the past several years have shown us examples of jobs lost and companies destroyed because one or more employees thought they were above the law. In these cases, if an employee had been willing to come forward and report suspected violations of the law or ethical standards, the outcome may have been entirely different.

Responsible employees should always be willing to report a suspected violation of the law or ethical standards. The Company strictly prohibits retaliation for a report made in good faith.

That’s why this document is so important. Our Code of Conduct and Ethics helps ensure that we always comply with the laws that apply to the company. In cases where a clear governing law does not exist, our Code helps guide each of us in making good decisions. It helps us set the standard for appropriate behavior. That’s why this Code is so important.

Our Code reminds us of what we have all learned growing up—that there truly are right ways and wrongs ways to do things. In most cases, we know what the right way is. Using our common sense is a trustworthy guide in most situations.

No code can address every situation and we don’t try to do so here. We live in a complex world and the ethics or even the legality of many of our daytoday decisions isn’t always obvious. The Code does provide guidance on many subjects, some general and others very specific. When in doubt, ask—your supervisor, someone in Human Resources or someone in the corporate compliance or the legal department can provide a good sounding board for determining the best thing to do. You may also ask your question anonymously, if you wish, through the Ethics and Compliance Helpline.

Please read this document in its entirety. Your understanding and commitment to upholding our Code of Conduct and Ethics is vital to your personal and our collective success.

John Somerhalder
Chairman, President and Chief Executive Officer

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