Purpose of this Code
The Code of Business Conduct (the “Code”) applies to all    employees, including the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions, directors and third party representatives such as contractors, consultants and agents of UAL Corporation, United Air Lines, Inc. and its subsidiaries (United).    It describes the ethical and legal responsibilities all United employees are expected to uphold, and provides basic guidelines for conducting business on behalf of United.

Personal Responsibility

All employees are required to abide by all applicable governmental laws, rules and regulations, United policies, including this Code, and all other standards of ethical conduct.  In addition, employees must promptly report any violation of such laws, rules, regulations and policies to an appropriate person within the company.

Additional Managerial Responsibility

Managers (defined as employees who supervise others) are expected to exemplify the highest standards of ethical business conduct.   Managers are responsible for creating a work environment that promotes honest and ethical behavior and are expected to be familiar with the policies and legal requirements applicable to their organization to ensure employees receive appropriate training and guidance.   

Managers must be diligent in discovering unethical or illegal conduct, and must promptly take corrective or disciplinary action when misconduct is substantiated.   

Discipline

Employees who violate United policy, including    this Code, may be subject to disciplinary action up to and including discharge. Employees who commit criminal acts may be subject to immediate termination and/or possible civil or criminal prosecution. Obstructing or undermining investigations, withholding or destroying information, including failing to report a violation, or providing misleading information are violations of this Code.  

No Retaliation

United policy forbids retaliation against any employee who, in good faith, reports a suspected violation of law or policy, including harassment or discrimination.     Any person involved in retaliation will be subject to    disciplinary action up to and including discharge 

Our Ethics Process

Making Ethical Decisions

Making ethical decisions is key to our success.  Each employee is expected to bring professional skills, personal values and good judgment to his/her job at United   to assist   them in making ethical decisions.

Duty to Report and Seek Assistance

United’s success in achieving legal and ethical compliance depends on each employee seeking advice before problems occur and reporting incidents that raise compliance issues. It makes no difference if the employee engages in illegal or unethical conduct to benefit themselves and others, or whether they do so in a misguided attempt to benefit United. Good intentions do not justify improper conduct;  violations of the law or company policy for any purpose is unauthorized and unacceptable.  It is the obligation of all employees to report known or suspected violation of the Code, law or company policies to their supervisor or other resource listed below. Where appropriate, please contact one or more of the following persons to seek assistance and/or report any violations or potential violations.

Business Conduct Office

The Business Conduct Office is also a resource for employees to obtain guidance or clarification in complying with our business conduct guidelines. The Business Conduct Office can be reached toll-free in the United States at 888-700-4244.   Callers outside the United Statesshould dial 847-700-4244.   Employees may also mail questions or concerns to WHQOC - Business Conduct or send an e-mail to business-conduct-office@ual.com.   You do not have to give your name, calls and letters may be made anonymously.

Work Environment

Equitable Treatment

United is firmly committed to the equitable treatment of all employees and qualified applicants for   employment and actively   promotes diversity within the workforce.  All applicants and employees must be judged by their qualifications, demonstrated skills and achievements.

United is also dedicated to equal employment opportunity without regard to race, color, sex, national   origin, age, religion, disability, veteran status, sexual orientation or other protected characteristics.  Equal employment opportunity applies to all aspects of the employment process including promotion, placement, training and compensation.    United is committed to compliance with applicable employment laws everywhere we operate.

Harassment and Discrimination

United’s policy is   “zero tolerance” for unlawful harassment and discrimination.   Verbal or physical   harassment by an employee that   disrupts another’s work performance or creates an intimidating, offensive, abusive or hostile work environment based on a protected characteristic will not be tolerated.  In addition, unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature are specifically prohibited.  All employees are encouraged to inform the source of   any harassment or discrimination that the behavior is unwelcome, and   should promptly report such harassment to the appropriate company representative when it occurs.  Supervisors and managers are required to survey their workplaces regularly to ensure compliance with   United’s zero tolerance   policy. 

Safety and Health

Each employee is responsible for observing the safety and health rules and practices that apply to his or   her job to ensure a safe work environment for everyone.  Employees are also responsible for immediately reporting accidents, injuries, hazards, broken equipment and unsafe practices or conditions to a supervisor or manager.

Managers are responsible for ensuring that required training on relevant safety policies is provided.  Managers are also   ultimately responsible for regularly monitoring work areas for unsafe conditions and practices and ensuring timely action is taken to correct known unsafe conditions.

Violence in the Workplace

United’s policy is   “zero tolerance” for any behavior   that endangers the safety of its employees,   customers, or others.  Employees must immediately report to a supervisor all threats, attempts at or actual violence against themselves, other employees, customers or third parties on company premises.    

United has also adopted policies for when a passenger threatens the safety or well being of employees,    customers or others.   Violent behavior on airplanes is strictly prohibited by United and may violate criminal laws.    It is extremely important that all public contact employees know the procedures to deal with customer violence.  Public contact employees should consult their supervisor or manager with questions regarding these procedures.  

Alcohol and Drugs

Each employee must report to work free from the influence of any substance that could prevent him or her from conducting work activities safely and effectively.  United prohibits the possession, sale, purchase, delivery, use or transfer of illegal substances (except medically prescribed drugs) on company property or at company functions.  Alcohol served at company functions on company property such as award ceremonies must be approved in advance by the sponsoring division head and must comply with all other relevant company policies.  Our Medical and Safety departments must be notified immediately of any illegal activity involving employees whose job requires they be licensed by the FAA.

Family and Personal Relationships

A United employee may not supervise directly, or supervise the supervisor of a family member or   anyone with whom he/she has a close personal relationship.  An employee may not allow a friendship or any personal relationship with another employee to influence his/her judgment in work-related matters such as hiring, job assignments, appraisals, promotion and compensation decisions.  Family members include spouse, children, parents, siblings, in-laws and qualified domestic partners (“qualified domestic partners” refers to those persons properly designated by the employee under the terms and conditions of company policies).  Close personal relationships include, but are not limited to, unmarried couples, dating relationships, live-in relationships, business partners or others with whom the employee has business or financial dealings or any other close personal friendship   that might influence the employee’s judgment.

Fund-Raising Activities

Only charitable organizations and activities that are officially sponsored in some form by the company may be associated with fund-raising activities taking place on company property or on behalf of the company.  All fund-raising activities must comply with applicable laws, company policy and must be approved by Civic Affairs.  Raffles conducted on company property must have the proper licenses, issued either by the sponsoring charity, the state or the local governing municipality.  All proceeds from raffles must go to charity.  Sales of items by individual employees to benefit local charities (e.g., Girl Scouts, Little League, etc.) are allowed   if prior approval is obtained from   an appropriate local manager.

Customers

Customer Service

Excellence in customer service is a key to United’s success. Each employee is expected to deal fairly, honestly and ethically with all customers to ensure customer satisfaction.   Special treatment of customers should be based on legitimate published criteria only including class of service, fare and frequent flyer status.

When the Customer is a Friend, Relative or Fellow Employee

Employees must be cautious when making decisions regarding travel for friends, relatives and fellow employees.  These travelers may not be afforded preferential accommodation as a result of their relationship to a United employee.    When providing travel services for yourself or your friends and family, any unauthorized deviation from established rules for pricing, issuance, exchange or refunding of tickets; any waiving of travel restrictions or other terms affecting the applicability of discount fares; any inappropriate upgrades of class-of-service; or any use of  our computerized reservation system to improperly remove seats from inventory or block space on United or any other carrier is prohibited.  Any such deviation requires the advance approval of your supervisor or manager.

When the Customer is the Government

Many rules and regulations apply when doing business with    government entities. United policy requires strict compliance with all applicable laws and regulations, whether doing business in the United Statesor abroad. Employees who deal with these customers    should consult with the Law Division or Government Affairs      prior to a transaction for legal guidance.

In addition, company policy prohibits United employees from directly or indirectly making bribes, kickbacks or other improper payments to government officials, civil servants or anyone else to influence their acts or decisions.    

Customer Privacy  

Our customers have come to trust us with their personal information, including credit card information, address, flight itinerary, mileage plus data, etc.      It is United policy that this information    be used for company business purposes only.  Disclosures to third parties will be made only in accordance with applicable law or company policy. 

Business Partners

Doing Business with Others

United policy requires developing supplier relationships with fair, honest and ethical conduct. All suppliers engaging in ongoing and material business relationships with United should receive a copy of our “Supplier Business Conduct Guidelines” which is available from the Purchasing Department.   In addition, third parties holding themselves out as United (e.g., general sales agents, independent contractors, etc.) are expected to observe the same standards of conduct as employees.  The   United employee responsible for initiating and/or maintaining these supplier relationships should also provide these parties with a copy of   this Code.  Any violations of   the Code by third parties should be reported to the Business Conduct Office.

Purchasing Practices

All purchasing decisions must be made based on the best value received by United.     Obtaining competitive bids, verifying quality and service claims, and confirming the financial condition of the supplier are all important steps in a good purchasing decision.     (See section on Conflict of Interest) 

Sales and Marketing Practices

United policy requires that   all sales, marketing and promotion materials must always   be honest and accurate.   Neither deceptive advertising nor questionable promotional activity can ever be justified.   Violations of these standards not only erodes consumer confidence, but could also subject our company to legal   action.

Conflicts of Interest

General Guidance

United has   a “zero tolerance” policy for any activity that creates a   conflict of interest with an employee’s responsibilities at United.

Conflicts arise when an employee uses his or her position at United for personal gain or when the     employee’s personal interests conflict with United’s interests.

All employees must avoid any actions or relationships that could conflict with, or appear to conflict with, the interests of United. For example,   an employee or a family member who receives improper personal benefits (including gifts, entertainment, services or payment for services that the person is performing in the course of company business) as a result of his or her position in United   could create an actual conflict of interest or the appearance of a conflict of interest and must be avoided.

Disclosure of Potential Conflicts

Each employee must disclose in advance any relationship that might be perceived as a conflict of interest to his/her immediate supervisor and to the Business Conduct Office.    Failure to disclose personal interests as described in this section will result in disciplinary action, up to and including discharge.

Ownership in Other Businesses

Employees must not make, participate in making, or attempt to influence the business decisions relating to competitors, suppliers, or customers  in which they have a “substantial direct or indirect ownership interest.”  Prior to making a decision that could appear to be a conflict of interest, the employee must disclose the situation to  his or her supervisor and obtain prior written approval  from the Business Conduct Office.  (A “substantial direct or indirect ownership interest” is defined as the ownership by an employee and/or family members of more than 1% of a company or 25% of your gross income;  “competitors” include air carriers, travel agents, computer reservation systems, tour operators or other distribution channels; “customers” are defined as companies with corporate volume agreements or other high volume business; See section on family and personal relationships for definition of “family members”).

Family Members and Close Personal Relationships

A conflict of interest also may  arise when  company business decisions involve competitors, customers or suppliers that employ family member of a United employee or an individual with whom the United employee has a close personal relationship.  In such instances, the United employee  must not conduct company business  without first disclosing the situation to  a supervisor and obtaining  prior written approval by the Business Conduct Office.

Board Memberships, Public Offices and Community Activities

Serving on behalf of the company on the Board of Directors of a for-profit business requires the approval of the Senior Officer of the Division, and for a non-profit organization requires the approval of Civic Affairs.  Serving in an individual capacity on the Board of Directors of a for-profit business requires the approval of the Business Conduct Office; however, serving in an individual capacity on boards of charitable, humanitarian, educational and cultural institutions does not require prior approval.  Stricter standards apply to officers and they should consult the Law Division for guidance.

Employees who decide to accept a public position, political appointment or run for public office must inform the Business Conduct Office, who will review potential conflicts of interest, and inform the employee of any action considered necessary to avoid the conflict.  Generally, public officials may not act on matters in which they have a personal interest.  Employees should ensure that outside activities would not interfere with or adversely affect job performance.

Initial Public Offerings

Employees may not participate in an Initial Public Offering (IPO) under a directed share or part of a family and friends offering if participation in the offering is based solely on a business relationship arising from their employment at United.  Purchasing shares of an IPO in the secondary market is not prohibited.  The Law Division should be consulted with any questions regarding this policy.

Outside Employment

Employment outside the company is permitted; however, employees may not engage in outside employment with a competitor, distributor or supplier unless they have first advised their supervisor and obtained their written approval.  Once approved, the employee is responsible for advising his/her supervisor of any change in employment (different employer, position, etc.) which may impact prior approval.  Supervisors should consult with the Business Conduct Office if they are uncertain whether the employment activity creates a conflict of interest or otherwise violates the intent of this Code.  Outside employment that conflicts with scheduled hours, overtime when required or the performance of company assignments is prohibited.

Gifts, Favors and Entertainment

Definition of Gift

United considers a gift to include any items, products or services of value given to an employee by an existing or potential competitor, supplier, customer or other party with whom United does business.  For example, tickets to sporting or other events where the provider has no intention of accompanying the United recipient are considered gifts.   This definition also includes cash in any amount, any items or services purchased at a lower-than-normal price and any favors, benefits or other things of value.

Accepting,   Offering or Soliciting Gifts

No gift may be offered or accepted if it will create a feeling of obligation, compromise judgment or appear to improperly influence the recipient. United employees may accept nominal gifts, defined as having a value of up to $100 per year from a single organization.  Notwithstanding this general rule,   employees may not accept gifts of cash or cash equivalents, such as gift certificates.  Giving and receiving of gifts can sometimes give the appearance of being improper.  If you have any concerns that your acceptance of or offer of a gift might be viewed as improper, discuss your concerns with your supervisor or manager or the Business Conduct Office.

Items or services that are customarily provided to company or travel industry employees, such as discounted travel arrangements, are generally acceptable and would not be considered gifts.  Discounts on personal purchases are also acceptable, provided such discounts are generally offered to company employees or others having a similar business relationship with the supplier or customer.   Organizations within United may choose to establish gift and entertainment guidelines that are more restrictive than those described above.

Gifts may be offered only if they are modest in value and normal and customary given the business circumstance.    Gifts may be solicited for company approved business activities or charities only and not for personal use.

Reporting of Gifts Received

Employees who receive gifts that may violate this policy should promptly notify their supervisor.  Gifts valued at more than $100 should be returned with a letter explaining company policy.  If a gift is impractical to return, management may use the gift as a form of employee recognition through the use of a raffle.  It may not be awarded directly to the recipient. The gift may also be donated to a recognized charity.

Entertainment

It is generally accepted business practice to accept meals and entertainment that occur in conjunction with business meetings and conferences.     Such occasions should further the business interests of    United and should not be in excess of generally accepted business practices.  If in doubt, approval should be obtained from a director or above. 

Invitations to business functions that involve customer or supplier-provided overnight accommodations may be accepted only with the prior written approval of a senior officer.   While the company is in the process of sourcing and negotiating supplier contracts, invitations for entertainment (e.g. sporting events, expensive dinners, etc.) should not be accepted.   Employees never should solicit entertainment from suppliers or customers. 

Company Assets

Protecting Company Assets

The integrity of United’s assets is a key to our continued success.   All United employees have a special responsibility to protect and safeguard the company’s physical, financial, intellectual property and other company assets and ensure their efficient use.  Employees must not use these assets for any purpose not related to company business without proper authorization. When it becomes necessary to utilize United’s communications equipment, including the Internet, and resources for occasional and infrequent non-business use, good judgment should prevail. Contact your supervisor or manager if you have any questions regarding this policy.

Accuracy of  Company Records

United policy requires that all accounting reports, financial statements and other business records 

document transactions and events, conform  not only to legal requirements and generally accepted accounting principles but also United’s system of internal controls.  All employees have the responsibility to ensure that false or intentionally misleading entries that hide or disguise the true nature of the transaction are not made in company accounting records.   Dishonest and unethical reporting within the company, or to organizations or people outside the company, is strictly prohibited.    Undisclosed or unrecorded funds or assets are not allowed, unless permitted by applicable law or regulation. Employees uncertain about the validity of an entry or process are expected to consult the Corporate Controller’s Department and to report suspected accounting irregularities and false entries to the Business Conduct Office as specified in our Employee Complaint Procedure for Accounting, Internal Accounting Control and Auditing Matters.  All records should be retained and destroyed according to United’s Document Management Program (regulations 5-28)

Intellectual Property

It is United policy to identify, establish, protect and defend its rights in all intellectual property assets, including patents, trademarks, copyrights and other proprietary information.  Employees are expected to safeguard these assets and to identify and disclose any new works of authorship, technology advances and/or unique solutions to business problems to enable United to establish and protect it’s rights to such proprietary assets.   The intellectual property assets of United can only be used for authorized company business.  In addition, it is United policy to respect the valid and legitimate intellectual property rights of others.  Employees must consult with the Law Division concerning necessary licenses and approvals to use such intellectual property.  United’s name, logo, trademarks and servicemarks can only be used for authorized company business and never in conjunction with personal or other activities unless appropriate approval is received prior to use.

Protecting Confidential Information

Confidential information includes all non-public information that might be of use to competitors, or   harmful to   United or our customers, if disclosed.  Examples of confidential information include, but are not limited to the following:   detailed financial figures; new product or marketing plans; technical information; information about litigation, potential acquisitions, divestitures, contracts and alliance agreements; and personal information about United employees and customers.  Employees must   not disclose or reveal any confidential information entrusted to them by the company, except when disclosure is authorized by the Law Division or required by laws or regulation.

Employee Information and Investigations

Records containing personal information about co-workers must be kept confidential.  Access to such records is limited to managers and others with a specific need to use the information in the performance of their duties.

The respectful treatment of employees extends to how the company responds to allegations of theft or illegal conduct in the workplace.  Where an employee is suspected of such conduct, it is important that such suspicion must be addressed in a manner that does not adversely affect the healthy workplace environment.  No employee, for example, may place a hidden camera or recording device in the workplace, nor engage a third-party security firm or investigator to conduct an investigation or engage in observation of any employee, without the prior approval of   Human Resources, the Law Division and Corporate Security.

The Law

Compliance with the Law

All United employees   are expected to fully comply with all applicable laws, rules and regulations wherever we do business.  Employees may not use a contractor, consultant, agent or other third party to do anything they themselves are prohibited from doing.     Pressures from supervisors,   co-workers or demands   of the business   are no excuse for violating the law.     Employees should inform a manager, the Law Division or the Business Conduct Office   of any violations of laws or regulations.

Insider Trading

United is committed to promoting fair and open markets for publicly traded securities. All United employees, therefore, are prohibited from trading any securities of United or any other company on the basis of material, non-public information.  Material information is any information that a reasonable investor would consider important in making a securities-related decision.

All United employees are also prohibited from communicating material, non-public information to persons outside United, except when there is a legitimate business reason and appropriate steps have been taken to assure the information is not misused.

If doubt exists as to whether the information is material or has been released to the public, do not trade or discuss it with others until you have consulted with Investor Relations and the Law Division.  In order   to avoid the appearance that any company employee is trading on inside information, no employee should engage in speculative trading such as “short sales”, or trade in puts, calls or other options on United and affiliates stock.  Employees may, of course, purchase or sell United securities and exercise options granted to them, as long as they are not basing decisions on inside information.

Stricter standards may apply to officers, directors and certain other management employees.   They should refer to the Policy Statement on Securities Trading and the Law Division for more information. Management employees should check with their manager or the Law Division to determine whether they are subject to this policy.  

Disclosure Policies

United is committed to maintaining the integrity and reliability of its public communication to ensure the complete and accurate dissemination of company information.   Senior financial officers of United must provide full, fair, accurate, timely and understandable disclosure in reports and documents submitted to the SEC and in other public communications.   In addition, to further ensure accurate and timely disclosure, all media requests should be referred to Corporate Communications (or, at international locations, the County Manager) for appropriate handling. If United receives an inquiry from a stockholder, such stockholder should be referred to Investor Relations.  All other requests for information, other than what is provided on a routine basis, should be reported to the Law Division, and the Law Division’s guidance should be received prior to responding to any such request.

Environment

United is dedicated to the protection of our natural environment.  It is strict United policy, therefore, to fully comply with all applicable local, state and federal environmental laws and regulations.  Employees are required to comply with these standards when performing their assigned duties and for reporting any violations to their supervisor or Corporate Safety and Security.

Litigation Discovery

It is United policy to respect the judicial process. Truth in that process is essential. All employees involved in litigation discovery shall:

Treat litigation discovery as a priority;

Use experienced individuals who have a proven record to handle discovery;

Thoroughly and continuously review any questions they have with the attorneys handling the matter and fully and completely comply with the instructions received from them; and

Immediately report any suspected non-compliance to the attorney’s handling the matter or the  General Counsel.

Political Contributions

United generally prohibits political contributions to any political candidate or party, whether domestic or foreign, with United funds and resources.   Notwithstanding this general rule, certain political contributions on behalf of United are allowed if the contribution is legally permissible and made through Government Affairs.    No other   political contribution  including in-kind contributions, may be   made with United funds and resources to any government official or employee.

Employees have the option of making individual political contributions to the party or candidates of their choice, or if eligible, to the United Airlines Political Action Committee (UAPAC).  This decision must be completely voluntary.  Employees may not use company resources to support their personal choice of political parties, causes, candidates or office holders.

Antitrust

The purpose of antitrust laws is to preserve fair and open competition   in our free market economy.  Thus, while United promotes competing vigorously in the marketplace, it is United policy to do so by fully complying with all antitrust and other competition laws throughout the world. United employees or agents may not enter directly or indirectly into any formal or informal agreement with competitors that fixes prices, or allocates markets, eliminates competition, or otherwise unreasonably restrains trade, unless an immunity exception has been granted by competent governmental authority.

United representatives should never communicate with competitors regarding pricing, marketing, capacity, costs, customers or competitive matters of any kind without consulting with the Law Division.   It is the responsibility of any individual who has a question about potential antitrust implications of a discussion, decision or action to consult with the Law Division before such action takes place. 

Foreign Corrupt Practices Act (“FCPA”)

The FCPA prohibits anyone at United    from directly or indirectly offering, promising to pay, or authorizing the payment of money or anything of value to foreign government officials, parties, or candidates for the purpose of influencing their acts or decisions.    The fact that bribery may be an accepted local practice in a country does not relieve United employees from complying with the FCPA.   The FCPA permits payments under specific circumstances.  Consult with the Law Division prior to making any payments of this type.   

The FCPA also contains significant internal accounting control and record-keeping requirements that apply to our foreign operations.  The Act’s intent, in requiring these records, is to ensure that United maintains reasonable control over its assets and all transactions involving those assets.  All employees are responsible for following company procedures, including auditing controls, for carrying out and reporting business transactions.

International Trade and Anti-Boycott Regulations

U.S.

The civil and criminal sanctions that may be imposed for violations of international trade and anti-boycott regulations are very severe.   Employees with responsibility for international activities should consult frequently with the Law Division regarding these matters.  

Waivers of the Code of Business Conduct

In the extremely unlikely event that a waiver of the Code for executive officers would be in the best interests of United, it must be approved by the Audit Committee of the Board of Directors and promptly disclosed to the SEC or on United’s website.