CODE OF BUSINESS CONDUCT - UPS

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CODE OF BUSINESS CONDUCT34862 Brochure.indd 19/9/11 1:41 PM

CODE OF BUSINESS CONDUCT34862 Brochure.indd 1NAMEDATE9/9/11 1:41 PM

PREFACEThe UPS Code of Business Conduct (“Code”) sets forth standards ofconduct for all of UPS. Throughout the Code, “UPS” is used to refer tothe enterprise as a whole, to each person within it, and to any person orentity who represents UPS or any part of the UPS organization, includingsuppliers, consultants, and third-party representatives.Adherence to the Code is required of all employees and representatives ofUPS. The Code is available in various languages on ups.com, UPSers.com,and the Corporate Compliance and Ethics website.The Code provides information about our standards of integrity andexplains our legal and ethical responsibilities. It does not address everyspecific situation or set forth a rule that will answer every question.Rather, it is intended to provide guidance on our responsibilities and toassist in making the correct business decisions. Additional requirementsare set forth in detail in various individual compliance programsdeveloped by functional areas that reflect their appropriate expertise andtraining. It is each person’s responsibility to understand the complianceprograms that apply to his or her area of responsibility and to manage thebusiness accordingly.The Code and the UPS Policy Book (“Policy Book”) are complementarydocuments that describe our objectives and explain our responsibilitiesto our company, people, customers, shareowners, and communities. Toensure a complete understanding, discussion of the Code or the PolicyBook at business meetings and other appropriate occasions is encouraged.Any employee or representative of UPS who violates stated legal or ethicalresponsibilities will be subject to appropriate discipline, which mayinclude dismissal. Non-compliance with certain aspects of the Code and/orthe Business Conduct and Compliance Program also may subject theindividual offender and UPS to civil and/or criminal liability.ii34862 Brochure.indd 29/9/11 1:41 PM

CONTENTSStatement of Policy.ivOur Commitment to Integrity. 1Our Values and Management Philosophies. 2Reporting Concerns, Asking Questions, and Voicing Opinions. 2No Retaliation. 4Our CompanyAccuracy of Records and Reporting.6Choosing Suppliers and Consultants.6Company Property and Services.7Confidential and Proprietary Information.8Copyrighted Material.9Counterfeit Goods.9Due Diligence of New Business Arrangements.10Information Privacy.10Information Security.11Intellectual Property.12Records Management.12Trademarks.13Our PeopleBusiness Continuity Management and Workplace Violence Prevention.16Conflicts of Interest.16Doing Business With UPS.17Drug and Alcohol Policy.17Employee Ownership of The UPS Store .18Employment Outside of UPS.18Equal Opportunity and Fair Treatment.19Workplace Health, Wellness, and Safety.20Our CustomersCustomer Relations.22Doing Business with the Government.22Gifts and Entertainment.23Our ShareownersInsider Trading.26Investments.26Our CommunitiesAnti-Corruption Compliance.30Antitrust/Fair Competition.31Boycotts, Embargoes, and Restrictive Trade Practices.32Environmental Protection.32Government Controls for Transnational Shipments.33Human Rights.34Political Activities and Contributions.34Transacting Transnational Business.35Transportation Regulations.35Index. 37How to Suggest Changes to the Code of Business Conduct. 4134862 Brochure.indd 39/9/11 1:41 PM

Statement of PolicyWe comply with the UPS Code of Business Conduct. We manage ourbusiness in compliance with all applicable laws and regulations of thecountries in which we operate, and in accordance with our company’s highstandards of business conduct. All employees and representatives of UPSare expected to comply with the Code, which is essential to maintainingour reputation for honesty, quality, and integrity. It also is each person’sresponsibility to report to the company any situation where UPS standardsor national and local laws are being violated. Any person disclosing, ingood faith, violations or suspected violations of legal requirements orUPS business standards will not be subjected to retaliation or retribution.Likewise, failure to comply with the provisions of the Code will notbe tolerated.iv34862 Brochure.indd 49/9/11 1:41 PM

Our Commitment to IntegrityUPS has a long tradition of transforming and adapting to the needs of ourcustomers, but our commitment to integrity remains steadfast. We remaincommitted to a set of beliefs that guided our founders and their successors,and currently guides employees and representatives of UPS.It is this commitment that will continue to move us forward.More than 100 years ago, UPS Founder Jim Casey began building ourcompany by asking retailers for their trust. They entrusted us with theirbusiness, and every day, UPS people honored that trust and maintainedrelationships with customers by acting with integrity. We have preservedthis philosophy over the years, and it has become our guiding principle.Today, UPS employees and representatives continue to uphold our strongbrand and the legacy of integrity that Jim started.This requires us to conduct business fairly, honestly, and ethically.For our company to survive and remain successful, we must have asound set of beliefs that serves as the foundation for our decisions andactions. We must remember that our success, reputation, and brandwere developed over many years and can be damaged if we do not actresponsibly with an uncompromising set of common beliefs.A commitment to integrity is about creating a climate for continuedsuccess. It is about creating an environment where people can make gooddecisions. It is about doing the right thing in every business situation. Byusing good judgment and respecting others, UPS’s commitment to integritywill endure.UPS’s reputation for ethical behavior has enabled us to attract and retainthe best people and loyal customers; it has opened doors in new andemerging global markets and allowed us to transform our business to meetchanging customer needs.Compliance with our legal and ethical obligations is the responsibility ofevery UPS employee and representative, as is the responsibility to reportpotential violations of those obligations. Reporting may be accomplisheddirectly through a discussion with a member of the management teamor by using the UPS Help Line. Information about the UPS Help Line isavailable on UPSers.com.34862 Brochure.indd 119/9/11 1:41 PM

Our Values and Management PhilosophiesFor more than a century, UPS people have been motivated by commonlyheld principles and values that have allowed us to work toward mutualgoals. These principles and values were established by our foundersand remain critical to our success. The core of these values is a simplestatement: UPS is a company of honesty, quality, and integrity. This legacyis fundamental to our ability to create shareowner value, support thecommunities in which we operate, and protect our reputation.It always has been, and continues to be, our policy to conduct businessin compliance with all applicable laws and regulations and in accordancewith the highest ethical standards. We expect UPS employees and thepeople acting on our behalf to adhere to these principles.Reporting Concerns, Asking Questions, and Voicing OpinionsThis Code provides an overview of the legal and ethical responsibilitiesthat we share. We must uphold these responsibilities by reporting concernsto the attention of the company so that these concerns may be reviewedand addressed in an ethical and responsible manner. Individuals whoreport concerns must do so without fear of reprisal. Two specific policiesgovern UPS’s need to be aware of and respond to concerns relating to thecompany: “Duty to Disclose” and “No Retaliation.”Duty to Disclose: Any UPS employee or representative who becomes awareof a situation in which he or she believes our legal or ethical responsibilitiesare being violated, or feels pressured to violate the law or our ethicalresponsibilities, is required to notify the company of the concern.No Retaliation: No employee or representative of UPS will be disciplined,lose a job or contract, or be retaliated against in any way for askingquestions or voicing concerns about our legal or ethical obligationswhen acting in “good faith.” Good faith does not mean an individualhas to be right; but it does mean that the individual must believe that theinformation provided is truthful.Additional information can be found in the section of this Code titled“No Retaliation” and on the Corporate Compliance and Ethics website.It is important that questions or concerns related to the Code or allegedviolations of the Code be communicated through one of the manyavailable reporting channels.If any aspect of the Code is unclear or if we have any questions orconcerns, we should talk to our direct manager or supervisor. We canalso use the Open Door Policy to talk to someone else in management,234862 Brochure.indd 29/9/11 1:41 PM

including a Human Resources manager, or someone from the functionwith the expertise and responsibility to address the concern. Theseindividuals may have the information needed, or will be able to referthe question to another appropriate source.We can also contact the UPS Help Line when we have a concern or wantto report a potential violation of our legal or ethical responsibilities. TheUPS Help Line is a confidential way to report questionable accounting,financial or audit matters, suspected bribery of public officials, facts thatmay affect the vital interest of UPS; the moral or physical integrity of itsemployees or its representatives; or other potential violations of our legalor ethical responsibilities.The UPS Help Line is answered by an outside vendor and is available toall employees and representatives of UPS, 24 hours a day, seven days aweek. Interpreters are available for language assistance. The UPS HelpLine is not equipped with caller ID, recorders, or other devices thatcan identify or trace the caller’s number. The UPS Help Line website ismanaged by a third party that is required by contract and/or by applicablelaws to provide confidentiality.When the UPS Help Line is contacted, the following can be expected: A report will be forwarded to appropriate UPS management peoplefor follow-up. The concern will be reviewed by members of management that mayinclude representatives from Corporate Compliance and Ethics,Human Resources, Corporate or Region Legal, Security, or InternalAudit. If the inquiry is one that can be properly investigated bysomeone in the region, district, or business unit, it will be referredthere for evaluation and resolution. Each concern will be carefullyevaluated before it is referred for investigation and resolution. The concern will be handled promptly, discreetly, and professionally.Discussions and inquiries will be kept in confidence to the extentappropriate or permitted by law. Certain follow-up information about how the concern wasaddressed may be obtained by the individual reporting the concernupon his or her request.Investigations into allegations of unethical or illegal conduct must beconducted confidentially and professionally. People conducting theinvestigations should seek guidance from their Human Resources manageror the Corporate or Region Legal Department.34862 Brochure.indd 339/9/11 1:41 PM

We may use the established method of communication with which we feelmost comfortable. The important thing is to get questions answered, to getthe needed guidance, and to report what is known.No RetaliationOur commitment to integrity includes a responsibility to foster anenvironment that allows our people to report violations without fear ofretaliation or retribution. Our policy on this issue is clear: no one shouldbe discouraged from using any available channel within the organizationto report a concern. Simple questioning of someone following a reportedconcern can lead to claims of retaliation, even though that was never theintent, as it may make a person feel that he or she did something wrongby choosing one method of reporting over another. People must be ableto choose the established method with which they are most comfortableto communicate their concern.Anyone who retaliates against another individual for reporting knownor suspected violations of our legal or ethical obligations violates theCode and is subject to disciplinary action, up to and including dismissal.Retaliation also may be a violation of the law, and as such, could subjectboth the individual offender and UPS to legal liability.Additionally, the same rules apply to retaliation or retribution againstUPS employees or representatives regarding activities such as companysponsored solicitations for contributions to charities or political actioncommittees.More information on the No Retaliation Policy is available onUPSers.com and on the Corporate Compliance and Ethics website.434862 Brochure.indd 49/9/11 1:41 PM

34862 Brochure.indd 5Our Company59/9/11 1:41 PM

Accuracy of Records and ReportingIn our jobs, many of us create or prepare some type of information,such as financial reports, accounting records, business plans,environmental reports, injury and accident reports, expense reports,and time cards. We have an obligation to keep accurate and truthfulrecords, which must be prepared in accordance with our commitment tointegrity and must comply with applicable accounting procedures andinternal controls. People inside and outside UPS expect these reports tobe reliable and properly maintained. These people include employees,shareowners, government representatives, auditors, and the communitiesin which we operate. No one may deviate from our commitmentto manage information accurately and truthfully. Our records aremaintained for required periods as defined in the UPS Records RetentionSchedule (“Schedule”).Any person with knowledge of an improperly or inaccurately preparedbusiness record is required to report this concern to the company.Additional information about reporting such a concern is available in thesection of this Code titled “Reporting Concerns, Asking Questions, andVoicing Opinions.”Refer to the section of this Code titled “Records Management” andthe UPS Records Management Program Guidelines available on theCorporate Compliance and Ethics website.Choosing Suppliers and ConsultantsWe strive to be fair in our choice of suppliers and consultants and arehonest in all business interactions with them. We choose our suppliersand consultants based on appropriate criteria, such as qualifications,competitive price, and reputation. Anyone responsible for buying orleasing materials or services on behalf of UPS must conscientiouslyguard their objectivity. These persons are required to disclose to UPS anypersonal, financial, or ownership interest in the supplier or consultantprior to or during engagement by UPS.We should avoid any implication that UPS’s continued purchase of goodsor services from the supplier depends on the supplier purchasing goods orservices from UPS. Doing so may not only violate our policies, but mayalso be a violation of antitrust or fair competition laws. UPS may properlyrequire the goods it purchases be delivered via UPS, but it would not beproper for UPS to require that our suppliers use only UPS when shippingto their other non-UPS customers.634862 Brochure.indd 69/9/11 1:41 PM

OUR COMPANYNothing contained in this section is intended to limit or restrictencouraging our suppliers to use UPS services. It is recommended thatappropriate UPS sales people be involved in such efforts.We expect our suppliers and consultants—and others who do businesswith us or on our behalf—to conduct their business in compliance withall applicable laws and regulations, and in accordance with the highestethical standards. To avoid conflicts of interest, we also expect our suppliersand consultants to disclose any personal or business relationships withUPS employees.We must be aware of legal and business risks associated with choosingsuppliers and consultants. In all cases, due diligence of new businessarrangements must be completed prior to engagement by UPS.Refer to the sections of this Code titled “Conflicts

ii PREFACE The UPS Code of Business Conduct (“Code”) sets forth standards of conduct for all of UPS. Throughout the Code, “UPS” is used to refer to the enterprise as a whole, to each person within it, and to any person or entity who represents UPS or any part of the UPS organization, including