Code of Conduct
NYSE: CW 101.54 +0.00 +0% Volume: 247,300 September 19, 2017

August 2016

 

Introduction

Curtiss-Wright Corporation and its subsidiaries (collectively, “Curtiss-Wright”) operate their worldwide businesses in accordance with the highest ethical standards and relevant laws. Curtiss-Wright places the highest value on the integrity of each of its employees, officers, consultants, agents, and contractors (collectively, “Representatives”). All Representatives of Curtiss-Wright are responsible for complying with all applicable laws, rules, regulations, Curtiss-Wright policies, and this Code of Conduct (this “Code”). The code of conduct applicable to members of Curtiss-Wright’s Board of Directors is set forth in the Corporate Governance Guidelines, which are available on Curtiss-Wright’s website and from Curtiss-Wright’s Law Department. Curtiss-Wright’s corporate culture demands not only legal compliance, but also responsible and ethical behavior. Failure to comply with this Code, Curtiss-Wright policies, and applicable laws, rules, and regulations can have severe consequences for both the individuals involved and Curtiss-Wright, including disciplinary action, civil penalties or criminal prosecution under certain circumstances.

All executive officers, managers, and supervisors, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Corporate Controller, have leadership responsibilities that include creating a culture of ethical business conduct and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing compliance concerns.

The policies in this Code apply across Curtiss-Wright, in all businesses, countries, and regions, unless otherwise specifically noted. It covers all Representatives of Curtiss-Wright. The Code is not intended to cover all Curtiss-Wright policies or all laws, but instead should be used as a resource to determine the ethical appropriateness of a situation and where to seek guidance when in doubt. If a local law conflicts with a policy in this Code, you must comply with the law; if a local custom or practice conflicts with a policy in this Code, you must comply with the Code. In addition, if your business or region has a policy or practice that conflicts with this Code, you must comply with the Code. Your business or region may have policies and practices that require more of you than is required by this Code, and the same may be true of local law; in all of those instances, you must follow the stricter policy, practice, or law. Think of this Code as a baseline, or a minimum requirement, which must always be followed. If the applicable law conflicts with the Code but could permit different alternatives you must choose the one most closely aligned with the Code requirement. If in doubt contact a member of the Law Department.

This Code does not in any way constitute an employment contract, an assurance of continued employment, or any term of employment. Your rights as an employee and Curtiss-Wright’s rights as an employer are governed by the laws of the country of employment, the work rules of your employing unit, and your individual written employment contract, if any. This Code is intended to clarify Curtiss-Wright’s rights and expectations as an employer, but does not add to or subtract from employee rights. In the United States and many other countries, employment by Curtiss-Wright is employment at will. This means that you have the right to terminate your employment at any time and for any reason without notice, and Curtiss-Wright may exercise the same right. Where local country laws pertaining to employment contain mandatory requirements that differ from the provisions of this Code, these country laws prevail for an employee working in the country.

Our Relationship With Our Customers

Curtiss-Wright serves many of the world’s most distinguished industrial enterprises as well as a multitude of governmental bodies and individual consumers, for whom we design, develop, manufacture and market quality products and services.

We Obey All Laws and Regulations

Our customer relationships are critical to Curtiss-Wright. In meeting our customers’ needs, we are committed to doing business with integrity and according to all applicable laws, rules, and regulations. Products must be designed, produced, installed and serviced to internal standards and to comply with external regulations, the standards of the appropriate approval entities, and any applicable contractual obligations. Shortcuts, carelessness, or attempts to circumvent laws, rules, and regulations will not be tolerated.

We Expect Customers to Obey All Laws and Regulations

  • The manager of each customer relationship should ensure that adherence to the Curtiss Wright Corporation Policy No. 1A, Code of Conduct – Suppliers and Customers, found at http://www.curtisswright.com/, is a condition of the customer agreement.

We Provide Quality Products and Services

We will provide products and services that meet or exceed our customers’ expectations for quality, integrity and reliability, and we will satisfy their requirements with on-time deliveries and at competitive prices.

  • When our products, systems or components are manufactured or assembled according to our customers’ specifications, there will be no change in design, material content or process, or substitution of parts, unless clearly authorized in writing by the customer or permitted under the terms of the contract or by regulation or commercial practice.

  • Where inspection or testing is required to confirm conformance to specifications, there will be no misrepresentation of data or falsification of records.

  • Our products will be safe for use by our customers and other end-users, and they will meet all applicable government standards and regulations.

  • No product or system that has been used, other than in normal testing or reconditioned by either Curtiss-Wright or our customers, will be resold as new equipment.

We Seek Business Openly and Honestly

Sales are the lifeblood of the organization, and we will market our technologies, products and services fairly and vigorously based on their proven quality, integrity, reliability and price.

  • Curtiss-Wright strictly prohibits bribes, kickbacks or any other form of improper payment, direct or indirect, to any representative of government, labor union, customer or supplier in order to obtain a contract, some other commercial benefit or government action. Curtiss-Wright also strictly prohibits any employee from accepting such payments from anyone. Please review Policy No. 11, Anti-Bribery, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/ for detailed guidance on avoiding bribery and other corruption issues.

  • Curtiss-Wright imposes certain limitations on offering and giving existing or potential commercial customers gratuities and business courtesies so long as they are not provided for the purposes of obtaining or retaining business or some other commercial benefit. Please review Policy No. 39, Gift and Entertainment Policy, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/ for detailed guidance on offering and giving gratuities and business courtesies to existing or potential commercial customers.

  • Where a customer or potential customer notifies Curtiss-Wright of a policy or preference in which it prohibits or limits gifts to the customer’s employees, Curtiss-Wright will respect such notification.

  • It is Curtiss-Wright policy to avoid any misstatement of fact or misleading impression in any of its advertising, literature, exhibits or other public statements. All statements made in support of our products and services should be true and supported by documentation.

    • We will not disparage any of the products, services, or employees of any of our competitors. If we do engage in any comparison of our products against those of our competitors, such comparisons should be fair and accurate. Comparative advertising should be cleared with the Law Department beforehand.

    • We will not knowingly induce a customer to breach its contract with a competitor.

  • We will communicate clearly and precisely, either orally or in writing, so that our customers understand the terms of our contracts, including performance criteria, costs and schedules.

  • We will seek all marketing data properly and legally, and we will not obtain or use any commercial or government classified or sensitive information from any source where there is reason to believe that the release of the information is unauthorized. If you are in doubt, contact a member of the Law Department.

  • We will make certain that marketing expenditures are necessary, prudent, job-related and consistent with Curtiss-Wright policies.

  • We will comply with the domestic and international antitrust and competition laws of all nations where we do business. These laws protect the free enterprise system and encourage vigorous, but fair, competition. Among other stipulations, these laws prohibit any formal or informal understanding, agreement, plan or scheme among competitors that involves prices, territories, market share or customers to be served and activities or agreements that unfairly restrict competition. All mergers, acquisitions, strategic alliances, and other types of extraordinary business combinations should receive timely legal review to assure that they do not raise concerns of market dominance or improper coordination among competitors. Likewise Curtiss-Wright’s routine business and licensing plans should be conducted so that we compete aggressively, but fairly.

  • We will establish competitive prices for our products and services.

  • We Follow Accurate Billing Procedures

    Curtiss-Wright will reflect accurately on all invoices to customers the sale price and terms of sales for products sold or services rendered. Every employee has the responsibility to maintain accurate and complete records. No false, misleading or artificial entries may be made on Curtiss-Wright’s books and records.

    We Safeguard the Property of Others

    Curtiss-Wright safeguards the tangible and intellectual property of those with whom we do business, which may be used in fulfilling work assignments, and we will comply with all regulations or contractual requirements governing the use of such property. We will obtain the tangible and intellectual property of competitors only through lawful means.

    • In the U.S. federal procurement process, we will not improperly obtain, use or disclose government source selection or proprietary information, such as sealed bid prices, technical evaluation plans, competitive range determinations or ranking of proposals.

    • We will not accept or retain classified materials to which we are not entitled or for which there is no need.

    We Abide By the Government’s Contracting Rules

    In addition to the provisions of this Code and other Curtiss-Wright policies, employees working with the U.S. government, state or local governments, or governments of those countries where we operate, have an additional obligation to know, understand and abide by the laws, regulations and ethical standards of those governments that may be more strict than those that apply to our non-government customers and suppliers. Employees working on U. S. Government contracts can be subject to criminal penalties if they make false statements concerning their work on the contract or otherwise violate U.S. laws and/or regulations. Employees acknowledge their understanding of this fact when they acknowledge this Code.

    • Employees may not give U. S. Government employees anything of value. (Consult with the Law Department on rules for legislative branch employees). There are two exceptions to this prohibition: (1) Curtiss-Wright advertising or promotional items with a value of $20.00 or less, such as golf balls, a sports shirt, a coffee mug, calendar, or similar item. (Value is measured by the cost to Curtiss-Wright or resale value, whichever is lower, recognizing that affixing the Curtiss-Wright or business unit logo to an item, such as a sports shirt or golf ball, may reduce the value of that item below its cost to Curtiss-Wright since there may be little retail value to an item bearing a company-specific logo. The determination of value should be made in good faith by the employee under the circumstances) (2) refreshments such as soft drinks, coffee, and donuts on an occasional basis in connection with business activities. (Note: Even though this policy may be more restrictive than the U.S. Government's own policy with regard to federal Executive Branch employees, this policy shall govern the conduct of all Curtiss-Wright employees.) If a government agency, whether federal, state or local, has adopted a more stringent policy than Curtiss-Wright’s regarding gifts and gratuities, Curtiss-Wright employees and representatives must comply with that more stringent policy. Please review Policy No. 39, Gift and Entertainment Policy, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/ for detailed guidance on offering and giving gratuities and business courtesies to U.S. Government employees.

    • Employees should contact a member of the Law Department with questions and become familiar with Curtiss-Wright corporate policies that provide additional expectations in this area.

    • The Foreign Corrupt Practices Act (“FCPA”) prohibits Curtiss-Wright from making a payment or giving a gift to a foreign government official, political party or candidate or public international organization (“foreign official”) for purposes of obtaining or retaining business. The FCPA applies to Curtiss-Wright everywhere in the world we do business. A violation occurs when a payment is made or promised to be made to a foreign official while knowing that the payment will be used to unlawfully obtain or maintain business or direct business to anyone else. Employees should contact a member of the Law Department with questions.

      • Curtiss-Wright imposes certain limitations on offering and giving a foreign official gratuities and business courtesies so long as they are not provided for purposes of obtaining or retaining business or influencing an official act or decision. Please review Policy No. 39, Gift and Entertainment Policy, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/ for detailed guidance on offering and giving gratuities and business courtesies to foreign officials.

    • We will not give or encourage anyone else to give inducements of any kind to any government employee, or to any supplier under government or non-government contracts or subcontracts, in order to gain any business advantage or contract.

    • Several governments, including the U.S., impose restrictions on the hiring of some government employees. Some of these restrictions may involve the ability of former senior government procurement officials from accepting positions with companies for which they had some oversight during their government tenure. Other restrictions prohibit former senior government officials from having direct contact with their former offices for some period of time. Managers must be aware of and comply with these conflict of interest laws and regulations covering government procurements, including circumstances under which current or former government employees may be offered, or can accept, employment with Curtiss-Wright.

    • In transactions involving the U.S. government, we will adhere to the provisions of the Truth in Negotiations Act and we will make certain that cost and pricing data are current, accurate, complete, properly disclosed, documented and retained in appropriate files.

    • It is Curtiss-Wright’s obligation to provide high quality products and services at fair and reasonable prices, use professional service independent contractors only for legitimate legal purposes, and comply with all applicable regulations.

    • With respect to government contracts, only costs properly chargeable to the government contract will be billed to the government.

    • Care will be taken to avoid mischarging of costs, including cross-charging of costs between contracts, charging direct costs as indirect costs or any other similar mischarging.

    • Employees working directly on government contracts or subcontracts must be particularly diligent in recording their time, correctly indicating their hours worked and the projects to which their time is charged.

    • All employees whose costs are allocated to government contracts or subcontracts must identify any expenses that are not allowable, paying special attention to such categories as alcohol, business meals and entertainment.

    • In the U.S. federal procurement process, we will not improperly obtain, use or disclose government source selection or proprietary information, such as sealed bid prices, technical evaluation plans, competitive range determinations or ranking of proposals.

    • It is Company policy and a contractual requirement to protect information that is vital to the United States. U.S. government classified information may be received and maintained only at “cleared” facilities, locations specifically covered by a Security Agreement. Employees with government security clearances who have access to classified data will safeguard that data according to government regulations, including applicable agency procedures.

    • We will not use without proper approval any government-owned equipment to support non-government production or divert government-owned or other customer-owned materials from their intended contractual use.

    • Should an improper practice or irregularity occur within Curtiss-Wright, we are committed to making all necessary corrections and taking prompt remedial action to prevent recurrence.

    Our Relationship With Our Suppliers

    Curtiss-Wright’s suppliers are our partners.  The high caliber of the materials, goods and services they provide is linked directly to the quality, reliability and prompt delivery of Curtiss-Wright’s products to our customers and, thus, to customer satisfaction.

    We Seek Long-Term Relationships

    We will strive to build long-term relationships with our suppliers and award business based on their ability to meet our needs and commitments, their reputations for service, integrity and compliance, their high standards for quality and delivery and their price structures.

    • Where the government, or a government contractor or subcontractor, directs our purchase to a particular source, we will abide by and document that selection.

    • We will provide the same information and instructions to each competing supplier for a proposed purchase.

    • We will protect all proprietary data our suppliers provide to us as reflected in our agreements with them.

    • We encourage all Curtiss-Wright purchasing personnel or others who may use the goods or services of other companies to be receptive to new ideas, techniques and materials and to make reasonable efforts to evaluate their offerings and give them due consideration.

    • We will not reproduce software that is licensed to us by a supplier nor will we incorporate it into our own internally developed software unless we are permitted to do so.

    We Expect Suppliers to Obey All Laws and Regulations

    • The manager of each supplier relationship should ensure that adherence to the Curtiss-Wright Corporation Policy No. 1A, Code of Conduct – Suppliers and Customers, found at http://www.curtisswright.com/, is a condition of the supplier agreement.

    We Will Not Be Influenced by Gratuities and Business Courtesies

    Curtiss-Wright imposes certain limitations on the receipt of gratuities and business courtesies from our suppliers or potential suppliers as they may be construed as an attempt to influence our business decisions. Please review Policy No. 39, Gift and Entertainment Policy, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/  for detailed guidance on accepting gratuities and business courtesies.

    Our Relationship with Curtiss-Wright and Each Other

    Curtiss-Wright’s most important resource is its employees -- the men and women around the world whose skills, energy and commitment to excellence are the source of Curtiss-Wright’s character and central to its market leadership.

    We Honor the Individual

    Curtiss-Wright recognizes the dignity of the individual, respects and trusts each employee, provides compensation and benefits that are competitive, promotes self-development through training that broadens work-related skills, and values different perspectives and ideas.

    We Live Our Values

    As representatives of Curtiss-Wright to the outside world, and regardless of the pressures inherent in conducting business, we will act responsibly and in a manner that will reflect favorably upon ourselves and Curtiss-Wright as a whole. We will carry out our assignments guided by the principles set forth in this Code of Conduct and our corporate policies.

    • To help us meet our ethical obligations, Curtiss-Wright will maintain a workplace environment that does not create pressures that would encourage any departure from ethical behavior or acceptable standards of conduct.

    • Curtiss-Wright will provide training and educational materials, including this Code and various legal and other compliance materials, so that we are informed of Curtiss-Wright’s ethical standards and our requirement to comply with all laws and Company policies.

    • Curtiss-Wright will provide the channels through which we are able to report suspected violations of our Code or other Company policy.

    • To the extent possible, Curtiss-Wright will maintain the confidentiality of our communications about suspected violations that are made in good faith, except where law or policy may require disclosure.

    We Avoid Conflicts of Interest

    We and our immediate families will avoid any situation that may create, seem to create, or be perceived to create a conflict between our personal interests and the interests of Curtiss-Wright.

    • A conflict, or appearance of a conflict, might arise, for example, by accepting a gift from a current or potential customer, supplier or competitor; owning a financial interest (other than share holdings in a publicly traded company) in, or serving in a business capacity with, an outside enterprise that does or wishes to do business with, or is a competitor of, Curtiss-Wright; serving as an intermediary for the benefit of a third party in transactions involving Curtiss-Wright; using confidential Company information or other corporate assets for personal profit, conducting business for another enterprise during our normal working hours or using Company property to conduct business for another enterprise.

    • We will take necessary steps to avoid improper reporting relationships and not directly or indirectly supervise or report to persons with whom we have a family or a close personal relationship.

    • If a conflict of interest or appearance of a conflict of interest develops, the employee should disclose the issue to a member of the leadership team related to the business in which the conflict arises for review with the Law Department and appropriate action, if necessary.

    We Invite Full Participation

    Curtiss-Wright is committed to an all-inclusive work culture. We believe and recognize that all people are unique and valuable, and should be respected for their individual abilities and contributions. Curtiss-Wright aims to provide challenging, meaningful and rewarding opportunities for personal and professional growth to all employees without regard to gender (including pregnancy, childbirth or related medical conditions), race, ethnicity, color, sexual orientation, physical or mental disability, age, ancestry, legally protected medical condition, family care status, marital status, religion, veteran status, national origin or any other legally protected status.

    • This policy applies to all phases of the employment relationship, including promotions, demotions, transfers, layoffs or terminations, compensation, use of facilities and selection for training or related programs.

    We Work in a Positive Environment

    Curtiss-Wright endeavors to provide all employees an environment that is conducive to conducting business and allows individuals to excel, be creative, take initiatives, seek new ways to solve problems, generate opportunities and be accountable for our actions. Curtiss-Wright also encourages teamwork in order to leverage our diverse talents and expertise through effective collaboration and cooperation.

    • Curtiss-Wright prohibits the manufacture, distribution, sale, purchase, transfer, possession, or use of illegal drugs in the workplace, while representing Curtiss-Wright outside the workplace or if such activity affects our work performance or the work environment of Curtiss-Wright. The same restrictions apply to alcohol, unless Curtiss-Wright authorizes its use.

    • Curtiss-Wright prohibits all forms of harassment of employees by fellow employees, employees of outside contractors or visitors. This includes any demeaning, insulting, embarrassing or intimidating behavior directed at any employee because of his or her gender (including pregnancy, childbirth or related medical conditions), race, ethnicity, color, sexual orientation, physical or mental disability, age, ancestry, legally protected medical condition, family care status, marital status, religion, veteran status, national origin or any other legally protected status.

    • Curtiss-Wright specifically bans unwelcome sexual advances or physical contact, sexually oriented gestures and statements, and the display or circulation of sexually oriented pictures, cartoons, jokes or other materials. It also prohibits retaliation against any employee who rejects, protests, or complains about sexual harassment. A complaint procedure is available to employees to report sexual harassment.

    • Curtiss-Wright prohibits employees from engaging in any hostile physical contact, intimidation, threats of such actions or violence, or any other actions that may be considered threatening or hostile in nature while on Company premises, at a Company-sponsored function, while representing Curtiss-Wright or acting on its behalf.

    • Other than authorized security personnel and subject to applicable law, no employee may carry firearms, explosives, incendiary devices or any other weapons on Curtiss-Wright premises, or while conducting Curtiss-Wright business.

    • Curtiss-Wright encourages open, timely communications that help us achieve organizational goals, share information, increase understanding, participate in the decision-making process, enhance our pride in the organization and provide recognition for our work-related successes.

    We Will Not Employ Child or Forced Labor

    • Curtiss-Wright does not and will not employ child labor. Curtiss-Wright defines a child as anyone under the age of sixteen. If local law is more restrictive than Curtiss-Wright policy, Curtiss-Wright will comply with the letter and spirit of the local law. However, even if local law allows Curtiss-Wright to employ people who are younger than sixteen, Curtiss-Wright will not do so.

    • Curtiss-Wright does not and will not employ forced labor or employ subcontractors that do.

    We Provide a Safe Workplace

    It is Curtiss-Wright policy to establish and manage a safe and healthy work environment and to manage its business in ways that are sensitive to the environment. Curtiss-Wright will provide a workplace that is free from safety or health hazards or will control such hazards to acceptable levels.

    • To help safeguard ourselves and others and our facilities, Curtiss-Wright will conduct and support research on the effects of materials and products it handles or sells; share promptly any information it may obtain relative to any found hazard; conduct preventive safety and loss prevention and occupational health programs, and require that equipment and operating practices meet the highest standards and conserve resources.

    We Safeguard Company Property

    Safeguarding Curtiss-Wright assets is the responsibility of all employees and Company representatives. We must use and maintain such assets with care and respect while guarding against waste and abuse. Curtiss-Wright’s ability to serve its customers requires the efficient and proper use of Curtiss-Wright’s assets and resources, including proprietary information, technology data, software, information systems resources, land, buildings, equipment, components, raw materials, inventory and cash.

    • We will use these assets according to all Company policies and procedures, refrain from using corporate assets for personal gain, comply with security programs that help prevent their unauthorized use or theft, and abide by all regulations or contractual agreements governing their use.

    • We will not take personal advantage of business opportunities that we discover through the use of corporate assets or while acting within the scope of our employment.

    • We will protect from disclosure or misuse all non-public information pertaining to Curtiss-Wright, including products and business, including acquisition and divestiture plans, technology, competitive position, directional strategy, customers, and product costs. Such types of information are considered trade secrets or confidential information. Our obligation not to reveal Curtiss-Wright non-public information does not end when we leave Curtiss-Wright. After termination of employment with Curtiss-Wright, whether voluntary or involuntary, we must return everything that belongs to Curtiss-Wright, including all documents and other materials containing Curtiss-Wright and customer confidential information. We may not disclose any Curtiss-Wright or its customer’s confidential information or trade secrets to a new employer or to any outside third parties without the express written consent of Curtiss-Wright; provided that nothing in this Code shall prohibit Curtiss-Wright’s officers and employees from (i) providing information to, or communicating with, the Securities and Exchange Commission (“SEC”) staff or other governmental agencies regarding possible violations of federal law or regulation (including the securities laws) without notice to and authorization of Curtiss-Wright, or (ii) accepting a whistleblower award from the SEC pursuant to Section 21F of the Securities and Exchange Act of 1934, as amended.

    • Those of us with access to non-public information about Curtiss-Wright that could affect the price of its securities, such as business strategies, financial results, pending transactions or contracts, new products, or research results, will not trade in Curtiss-Wright’s securities or the securities of other affected companies, nor will we disclose the information to others until the information has been disclosed to the public.

    • We will not purchase, sell or otherwise utilize financial instruments, including but not limited to, prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a change in the market price of Curtiss-Wright Corporation securities.

    • We will not disclose without authorization proprietary technical data developed or purchased by Curtiss-Wright.

    • We will take actions necessary to safeguard all passwords and identification codes to prevent unauthorized access to Curtiss-Wright’s information systems resources.

    • We will not reproduce licensed or internally developed software for our personal use unless permitted by the terms of the license.

    • We will safeguard Curtiss-Wright’s intangible assets, such as information, intellectual property and innovative ideas. Intellectual property rights, including patents, trademarks, copyrights, trade secrets and know-how must be planned for and managed with the same degree of care as any other valuable asset. New concepts and ideas will be identified for purposes of evaluation and protection, as appropriate, to support the long-term and short-term goals of Curtiss-Wright. Where appropriate, ideas should be directed to the Law Department for patent, copyright or trade secret protection.

    We Will Safeguard the Information and Intellectual Property of Others

    • We will observe obligations of confidentiality and non-disclosure of trade secrets of others, including vendors and former employers, with the same degree of diligence that employees are expected to use in protecting Curtiss-Wright’s own confidential information and trade secrets.

    • We will not accept or retain unsolicited ideas or inventions from people outside of Curtiss-Wright. Receiving unsolicited ideas and inventions can expose Curtiss-Wright to claims of misappropriation of ideas if another organization within Curtiss-Wright is working on something similar or already knew about the idea from a different source. Employees receiving unsolicited ideas should send them to the Law Department for handling without reading or sharing them with others.

    • We will not knowingly infringe upon the intellectual property rights of others. Whether preparing advertising or promotional materials, using the name, trademarks, logos or printed materials of another company, or operating a software program on a computer, we must ensure that trademarks, copyrighted materials, patents, and other intellectual property of others are used properly and only with appropriate consent.

    We Report with Integrity

    Curtiss-Wright’s financial, accounting, and other reports and records will accurately and fairly reflect the transactions of Curtiss-Wright in reasonable detail, and in accordance with approved accounting practices and procedures and applicable government regulations.

    • Transactions of Curtiss-Wright will be executed only in accordance with management’s general or specific authorizations.

    • Administrative and accounting controls will be in place to assure that financial and other reports are accurately and reliably prepared, and fully and fairly disclose pertinent information.

    • Curtiss-Wright prohibits false or misleading entries in its books and records for any reason and will not condone any undisclosed or unrecorded bank accounts or assets established for any purpose. In addition, it is important to remember that Curtiss-Wright’s books and records belong to Curtiss-Wright. Therefore, Curtiss-Wright’s books and records should not be removed from Curtiss-Wright facilities except for a legitimate business reason, and any documents so removed should be returned to a Curtiss-Wright facility as soon as possible.

    • All payments of commissions and discounts will be made with a separate Company check, draft to the payee or electronic transmission, except in the case of rebates, where credit memoranda are preferred.

    • No employee will authorize payment knowing that any part of the payment will be used for any purpose other than what is described in documents supporting the payment.

    • Expenses incurred by employees in performing Company business will be reimbursed through the filing of expense reports, which must be documented accurately and completely.

    Our commitment to report with integrity has particular application to employees who serve in our senior financial positions, including but not limited to the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Controller, Assistant Controller, and Division Controller. Senior Financial Officers are vested with both the responsibility and authority to protect, balance, and preserve the interests of all of the enterprise stakeholders, including shareholders, clients, employees, suppliers, and citizens of the communities in which business is conducted. Senior Financial Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the enterprise’s financial organization, and by demonstrating the following:

    Senior Financial Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies and procedures that:

    • Encourage full, fair, accurate, timely and understandable disclosure in reports and documents that Curtiss-Wright files with, or submits to, the Securities and Exchange Commission and in other public communications made by Curtiss-Wright.

    • Encourage and reward professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself.

    • Prohibit and eliminate the appearance or occurrence of conflicts between what is in the best interest of the enterprise and what could result in material personal gain for a member of the financial organization, including Senior Financial Officers.

    • Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

    • Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.

    Senior Financial Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:

    • Business transactions are properly authorized and completely and accurately recorded on Curtiss-Wright’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established company financial policy.

    • The retention or proper disposal of Company records shall be in accordance with established enterprise financial policies and applicable legal and regulatory requirements.

    • Periodic financial communications and reports will be delivered in a manner that facilitates the highest degree of clarity of content and meaning so that readers and users will quickly and accurately determine their significance and consequence.

    Senior Financial Officers will establish and maintain mechanisms to:

    • Educate members of the finance organization about any federal, state or local statute, regulation or administrative procedure that affects the operation of the finance organization and the enterprise generally.

    • Monitor the compliance of the finance organization with any applicable federal, state or local statute, regulation or administrative rule.

    • Identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local statute or regulation.

    We Respect Employee Off-Duty Behavior

    Generally, employees' personal lives are not the concern of Curtiss-Wright. However, employees are expected to conduct themselves in such a manner that their actions do not reflect unfavorably on Curtiss-Wright or on fellow employees. With the widespread use of social media on a personal basis, these actions also include employees' behavior while participating in social media. Curtiss-Wright employees are also expected to conduct themselves in a manner so that their actions do not negatively affect their ability to assume the full responsibilities of their jobs.

    We Discourage Conflicting Outside Employment

    Curtiss-Wright expects each employee to be fully attentive to the interests of Curtiss-Wright at all times. Accordingly, no employee may engage in any activity, including outside employment, which places his or her interest, or the interest of other persons or groups, ahead of the best interests of Curtiss-Wright. Outside employment or other interests that could detract from an employee’s work performance must be approved in advance by the employee’s supervisor. Under no circumstances may an employee compete against Curtiss-Wright.

    We Cooperate with Investigations

    Curtiss-Wright employees have a duty to cooperate with requests for information when such requests are received from Curtiss-Wright management or auditors or when legitimate requests for information are received by Curtiss-Wright from governmental authorities. No Curtiss-Wright employee shall falsify, destroy or conceal documents when such documents have been requested. In addition, no Curtiss-Wright employee shall make false or misleading statements or withhold information from management, auditors, or government investigators or officials. Any employee who becomes aware of such conduct shall report it to the Office of the General Counsel.

    It is our policy to cooperate with any reasonable request of government investigators at any level and in any of our locations. At the same time, Curtiss-Wright employees are entitled to the safeguards provided by applicable law, which may include the representation of counsel when investigators are seeking information concerning Curtiss-Wright operations for enforcement or investigatory purposes. To enable Curtiss-Wright to respond appropriately, any representative of any government agency who requests to interview an employee or seeks Curtiss-Wright data, copies of Curtiss-Wright documents or access to Curtiss-Wright files should be referred to the Office of the General Counsel. In addition, any employee that receives notice of a governmental investigation involving Curtiss-Wright must contact the Office of the General Counsel immediately.

    We Communicate Accurately with the Media and the Public

    Curtiss-Wright is committed to making timely, complete and accurate public and regulatory disclosures. Requests for financial or business information about Curtiss-Wright or requests for interviews should be referred to the Director of Inves¬tor Relations. All press releases likewise should be pre-approved by the Director of Investor Relations. Requests from governmental agencies or attorneys should be immediately referred to the Office of the General Counsel, as should matters related to legal proceedings.

    Employees should not respond to the media without first seeking the appropri¬ate guidance. Inappropriate or inaccurate responses, even a denial or disclaimer of information, may result in adverse publicity and could affect Curtiss-Wright’s legal or business position.

    Employees should be aware that their statements and actions can reflect on Curtiss-Wright and may be interpreted as statements of Curtiss-Wright. You should not imply that your statements reflect those of Curtiss-Wright, unless you have received prior authorization.

    We Protect the Privacy of our Employees and Customers

    • Our policy is to acquire, use and disclose confidential information about employ­ees and customers only as permitted by the laws of the jurisdictions in which we operate. Confidential information may include, but not be limited to, business, personal, financial or medical information. We intend to comply with all U.S. fed­eral, state and local privacy laws and regulations and all valid subpoenas or court orders. Non-U.S. countries may have privacy or data protection rules for personal data. We are committed to complying with those laws when Curtiss-Wright is sub­ject to them. You should never disclose confidential information to anyone either inside or outside of Curtiss-Wright, who does not have a legitimate business need for the information. Please refer to Curtiss-Wright’s Policy No. 30, Privacy, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/ for detailed guidance on protecting privacy.

    • These privacy rights do not extend to the employee’s work-related conduct or to the use of Curtiss-Wright provided equipment or facilities. Curtiss-Wright’s voice mail and e-mail system are the property of Curtiss-Wright and, thus, are expected to be used primarily for job-related communications. Although most employees have an individual password to access the system, the contents of e-mail communications are accessible at all times by Curtiss-Wright for any business purpose. While Curtiss-Wright permits incidental and occasional use of e-mail for personal use (provided such usage does not in any way interfere with Curtiss-Wright’s business in any way), such messages are treated the same as other messages, and Curtiss-Wright reserves the right to access and disclose all messages transmitted via its e-mail system regardless of content. Thus, employees should never use Curtiss-Wright e-mail to transmit a message that they would not want read by a third party.

    We Retain Documents

    Various laws require Curtiss-Wright to retain certain corporate records and documents, usually for a specified period of time. Curtiss-Wright has adopted a document retention policy with which all Curtiss-Wright employees must comply. Before corporate records are destroyed, responsible employees must consult with their managers to assure compliance with Curtiss-Wright’s document retention policy.

    Documents relevant to any pending, threatened, or anticipated litigation, investigation or audit should not be destroyed for any reason until expressly authorized by the Office of the General Counsel.

    We Use Information Systems Responsibly

    Curtiss-Wright’s computers, networks and email systems must be used responsibly and for lawful, ethical and productive purposes. Curtiss-Wright policy requires that these resources be used primarily for business-related purposes with few excep¬tions. Personal usage should be limited in the same manner as personal phone calls are limited – infrequent, brief and not interfering with your work. Unneces¬sary usage of Curtiss-Wright’s system causes network congestion and diminishes productivity. Distributing potentially offensive or inappropriate materials over these systems or using systems for solicitations of any kind is strictly prohibited and is subject to disciplinary action, up to and including termination. Curtiss-Wright’s Policy No. 19, Use of Information Technology, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/, describes the proper and reasonable use of Curtiss-Wright’s systems, including email and the Internet.

    Our Relationship With Others

    As a corporate citizen in communities around the world, Curtiss-Wright abides by local laws, supports civic organizations, encourages employee involvement in worthwhile causes and conserves nature’s valuable resources.

    We Comply with Local Laws and Customs

    Curtiss-Wright conducts businesses globally where laws, customs and social requirements may be different from those in the United States. It is Curtiss-Wright policy to abide by the national and local laws of our host nations and communities. In case of any conflict with U.S. law, the Law Department should be promptly consulted.

    We Comply with Lobbying Laws

    Federal and state laws govern Curtiss-Wright’s political lobbying activities, and require that such activities and expenses be reported regularly and according to specific requirements. Accordingly, employees should coordinate all lobbying communications with the Office of the General Counsel.

    We Do Not Make Political Contributions

    Curtiss-Wright policy does not allow Curtiss-Wright funds to be used for political contributions, directly or indirectly, in support of any party or candidate in any election on the federal, state or local level.

    • Wherever lawful, however, Curtiss-Wright may contribute to an occasional local initiative or referendum campaign where Curtiss-Wright’s interests are directly involved. Any such payments, however, require advance clearance from the Law Department.

    • As interested citizens, Curtiss-Wright employees are free to make individual, personal contributions to candidates of their choice.

    We Protect the Environment

    Curtiss-Wright abides by all applicable health, safety and environmental laws and regulations in countries and communities in which we operate, and where those are considered inadequate, Curtiss-Wright will abide by our own high standards.

    • Curtiss-Wright is committed to make health, safety and environment an integral aspect of our design of products, processes and services, while responsibly managing our products throughout their lifecycle.

    • Curtiss-Wright will utilize management systems to apply a global standard that provides protection of human health and the environment including compliance with applicable laws and regulations. We educate customers, suppliers and the public about the safe use of our products and related environmental issues throughout their lifecycle.

    • Curtiss-Wright will identify, control and endeavor to minimize the use of hazardous materials, and will endeavor to reduce wastes.

    • Curtiss-Wright will conduct prevention and control programs to safeguard employees and the public and will review the effectiveness of these programs through its assurance process, environmental audit and other systems.

    • Curtiss-Wright will comply with all laws, regulations and governmental standards to protect the public and the environment.

    We Require Ethical Behavior of Those Representing Curtiss-Wright

    When it is necessary to engage the services of an individual or firm to consult for or otherwise represent Curtiss-Wright, special consideration must be given to avoid any situation that may create, or appear to create, a conflict of interest between Curtiss-Wright and the person or firm employed.

    • Curtiss-Wright will enter into representation or consultant agreements only with companies or individuals that have a demonstrated record of and commitment to the highest ethical standards. Efforts will be taken by Curtiss-Wright to ensure that agents, consultants, and representatives are aware of this Code and agree to abide by it.

    • Curtiss-Wright will seek to inform our agents, consultants, and representatives of their responsibility to act in behalf of Curtiss-Wright consistent with the Code, other applicable Curtiss-Wright policies, and any applicable law or regulation. Specifically, sales agents must comply with Policy No. 11, Anti-Bribery, found along with the other Curtiss-Wright corporate policies at https://www.mycurtisswright.com/.

    We Comply with Anti-boycott Laws

    Curtiss-Wright will comply with laws that prohibit a wide variety of activities associated with organized foreign economic boycotts, including: refusing to do business with boycotted countries, their nationals or blacklisted companies; furnishing information about the Curtiss-Wright’s or any person’s past, present or prospective relationship with boycotted countries or blacklisted companies; furnishing information about any person’s race, religion, sex, national origin, or membership in or support of charitable organizations supporting a boycotted country; discriminating against individuals or companies on the basis of race, religion, sex or national origin; and paying, honoring or confirming letters of credit containing prohibited boycott provisions.

    • Under U.S. anti-boycott legislation, Curtiss-Wright is required to report the receipt of any request to participate in an international boycott. Requests are often found in letters of credit, shipping instructions, certificates of origin and other contract-related documents. The receipt of a boycott request must be reported immediately to the Law Department.

    We Comply with Export Control and Import Laws

    Curtiss-Wright will comply with all Export Control and Import laws and regulations that govern the exportation and importation of commodities and technical data, including items that are hand-carried as samples or demonstration units in luggage. Failure to comply with these laws could result in heavy fines or the loss or restriction of Curtiss-Wright’s export or import privileges, which, in turn, could seriously and adversely affect a significant portion of Curtiss-Wright’s business.

    We Comply with U.S. Sanctions

    The U.S. maintains comprehensive sanctions programs against certain countries. As a general matter, the comprehensive sanctions prohibit U.S. companies and persons, wherever located, from providing goods or services to persons where the benefit of such services is received in any of these countries. The U.S. also maintains more targeted sanctions programs against a number of other countries. A list of those countries, as well as a description of each sanctions program, is available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. Finally, the U.S. prohibits all transactions with a long and growing list of designated individuals and entities and requires U.S. persons to block assets in which a designated person has an interest. The U.S. Department of the Treasury, Office of Foreign Assets Control maintains this list of "Specially Designated Nationals and Blocked Persons," available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx. The restrictions under each sanctions program vary, and the countries covered are subject to change. Such prohibitions and restrictions may affect various business transactions, including exports, imports, investment, travel, currency transactions, assets and accounts. These prohibited activities may not be accomplished indirectly or arranged through third parties, and they are not permitted simply by conscious non-supervision. If you are considering doing any business involving any country, entity, or individual against which the U.S. maintains sanctions, consult first with the Law Department, even if you are conducting business outside of the U.S. and even if the link to the sanctioned party is indirect.

    Responsibilities of All Employees

    Each Curtiss-Wright employee shall comply with the letter and spirit of the Code of Conduct and with the policies and procedures of Curtiss-Wright, and shall communicate any suspected violations promptly.

    • Employees shall report violations or possible violations of laws, regulations, company policies or this Code of Conduct to their supervisor. If you would prefer to report the matter to someone other than your supervisor, contact your Human Resources representative, Curtiss-Wright’s Legal Department, the Curtiss-Wright Hotline at (844) 286-0072, or make a report online at www.curtisswright.ethicspoint.com. For international dialing instructions, go to the URL address listed in the previous sentence. You may also report a violation or possible violation by using the Certification at the end of this Code. Employees may report anonymously if they are unwilling to provide their name. (Reporting anonymously makes the investigation of allegations more difficult, since there is no ability to follow up with the employee to obtain additional detail and that the credibility of such reports may be more difficult to determine). If an employee provides his or her identity when making a report, Curtiss-Wright, to the extent permitted by law and consistent with the fair and uniform enforcement of this Code, will endeavor to keep confidential the identity of anyone who reports a suspected violation in good faith. To ensure strict confidentiality of suspected violations reported, the Curtiss-Wright Hotline is hosted and administered by an independent third party service provider, EthicsPoint. The Curtiss-Wright Hotline is available 24 hours a day, 365 days a year. If you call the Curtiss-Wright Hotline, a trained representative will speak with you about the matter and will write down the points made during the telephone call. If you prefer to speak to the representative in a language other than English, an interpreter will be made available. After the telephone call is finished, a written report will be sent by the Curtiss-Wright Hotline representative to the Curtiss-Wright Legal Department for investigation, preserving the anonymity of those who request it. Online reports are entered by employees directly on the EthicsPoint secure server at www.curtisswright.ethicspoint.com.

    Note: Reports made in or about a person in a member state of the European Union must comply with the data privacy laws of the EU and the member state. In France, Germany, and several other member states, the reported topics must be related to the international fight against bribery, auditing and accounting, banking, or financial crime. Anonymous reporting is discouraged. Reports will be processed in accordance with the laws of the member state.

    • Employees may confront an ethical issue where this Code or Curtiss-Wright policy does not expressly provide an answer. Employees should feel comfortable contacting a member of leadership, a member of the Law Department or using one of the other resources described in this section.

      • Employees are governed by Curtiss-Wright's External Communications Policy, including the designation of authorized Curtiss-Wright spokespersons and references to social media (particularly covering descriptions of the various types of social media participation, discussion of the guidelines for responsible use of a social media tool or channel, and the consequences of misusing social media and/or misrepresenting Curtiss-Wright).

    • Any employee who in good faith raises an issue regarding a possible violation of law or Curtiss-Wright policy will not be subject to retaliation and their confidentiality will be protected to the extent possible, consistent with law and corporate policy and the requirements necessary to conduct an effective investigation. However, anyone who provides false, misleading, frivolous or malicious information may be subject to disciplinary action up to and including termination of employment.

    • Allegations will be investigated at the direction of the Legal Department by the proper corporate, business unit or department personnel. Our investigations are impartial, objective, thorough, and timely.

    • In order to facilitate implementation of this Code of Conduct, employees have a duty to cooperate fully with the investigation process and to maintain the confidentiality of investigative information unless specifically authorized to disclose such information.

    • All non-hourly Employees must complete an annual certification that they have read the Code and certify as to knowledge of actual or apparent violations of this Code. Copies of the Certification will be distributed once a year to each such employee. Failure to read the Code or sign the certification does not excuse an employee from compliance with the Code.

    • Curtiss-Wright does not expect to grant waivers or exceptions to this Code except under very limited circumstances where it is determined that doing so is in the Curtiss-Wright’s best interests and the matter does not involve any violations of applicable law or Curtiss-Wright’s ethical standards. Only Curtiss-Wright’s Board of Directors may grant a waiver or exception when a waiver involves executive officers, and the Board will promptly disclose it in accordance with stock exchange rules and requirements.

    • Failure to comply with the Code of Conduct may result in disciplinary action, up to and including termination, as appropriate, and may also require restitution or reimbursement from the employee and referral of the matter to government authorities under the guidance of the Law Department. Discipline may also be imposed for conduct that is considered unethical or improper even if the conduct is not specifically covered by this Code.

    • No Code or set of values can address every ethical choice we face in business; no communication system or oversight group can ensure complete compliance. Each of us must use good common sense and judgment in our personal conduct.

     
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