United Parcel Service (UPS) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A50 rewritten26 added5 removed155 unchanged
All filing items1,385 rewritten1,025 added643 removed2,432 unchanged
Summary
counted, not written
- Item 1A lists 22 risk factor headings: 0 new, 1 reworded and 21 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 1,025 added, 643 removed, 1,385 rewritten and 2,432 unchanged across 13 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Our inability to effectively integrate any acquired businesses and realize the anticipated benefits of any acquisitions, joint
[removed: ventures,][added: ventures or] strategic alliances[removed: or dispositions]could materially adversely affect us.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors | 26 | 5 | 50 | 155 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 491 | 307 | 269 | 456 |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 0 | 0 | 6 | 48 |
| Item 1. Business | 37 | 31 | 52 | 142 |
| Item 3. Legal Proceedings | 0 | 0 | 0 | 1 |
| Cover and table of contents | 11 | 12 | 47 | 79 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 4 |
| Item 1C. Cybersecurity | 1 | 0 | 3 | 21 |
| Item 2. Properties | 3 | 4 | 11 | 19 |
| Item 4. Mine Safety Disclosures | 0 | 0 | 0 | 2 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | 5 | 9 | 11 |
| Item 6. [Reserved] | 0 | 0 | 0 | 0 |
| Item 8. Financial Statements and Supplementary Data | 444 | 272 | 834 | 1,298 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures | 1 | 2 | 6 | 26 |
| Item 9B. Other Information | 0 | 0 | 0 | 2 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance | 2 | 3 | 8 | 8 |
| Item 11. Executive Compensation | 1 | 0 | 0 | 1 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 0 | 0 | 0 | 2 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 0 | 0 | 0 | 2 |
| Item 14. Principal Accountant Fees and Services | 0 | 0 | 0 | 2 |
| Item 15. Exhibits and Financial Statement Schedules | 0 | 0 | 0 | 14 |
| Item 16. Form 10-K Summary | 2 | 2 | 90 | 136 |
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
50 rewritten, 26 added, 5 removed, 155 unchanged
We have also been, and may in the future be, adversely impacted by changes in general economic conditions resulting from geopolitical uncertainty and/or conflicts in or arising from the countries and regions where we operate, including the [removed: United Kingdom, the] European Union, Ukraine, the Russian Federation, the Middle East and the Trans-Pacific region.
We expect to continue to face significant [removed: competition on a] local, regional, national and international [removed: basis.][added: competition.]
Competitors include the U.S. and international postal services, various motor carriers, express companies, freight forwarders, air couriers, large transportation [removed: and] [added: companies,] e-commerce companies [added: and other retailers] that continue to make significant investments in their own [added: technology and] logistics capabilities, some of whom are currently our customers.
New [added: and emerging] technologies [removed: may] [added: are] also [removed: create] [added: creating] additional sources of competition.
If we do not appropriately respond to competitive pressures, including [added: retaining or] replacing [removed: any lost] volume [added: lost to competitors] or maintaining our profitability, we could be materially adversely affected.
[removed: Transportation market growth] [added: Industry growth, or lack thereof,] may further increase competition.
As a result, [added: opportunities for growth could be limited or] competitors may improve their financial capacity and strengthen their competitive positions.
For the year ended December 31, [removed: 2023,] [added: 2024,] one customer, Amazon.com, Inc. and its affiliates, accounted for 11.8% of our consolidated revenues.
Some of our other [removed: significant] [added: larger] customers can account for a relatively significant portion of our [added: volume and] revenues in a particular quarter or year.
[removed: Customers could choose, and have in the past chosen, to divert all or a portion of their business] with us to one of our competitors, demand pricing concessions, request enhanced services that increase our costs, or develop their own logistics capabilities.
In addition, we [added: continue to] strive to lower our cost to serve, including labor costs, through various strategic initiatives.
[removed: In the third quarter of 2023, a new] [added: Our] national master agreement with the [removed: Teamsters, which] [added: Teamsters] runs through July 31, [removed: 2028, was ratified.][added: 2028.]
Our airline pilots, airline mechanics, ground mechanics and certain other employees are employed under other collective bargaining [removed: agreements.][added: agreements that expire at various times.]
As a result, customers have [added: in the past] reduced, and in the future may reduce, their business or stop doing business with us if they believe that such actions or threatened actions may adversely affect our ability to provide services.
Furthermore, our actions or responses to any such negotiations, labor disputes, strikes or work stoppages could negatively impact how our brand is perceived and our reputation and [added: could] have adverse effects on our business, including our results of operations.
As a result of concerns about global terrorism and [removed: homeland] [added: physical] security, various governments have adopted and may adopt additional heightened security requirements, resulting in significantly increased operating costs.
[removed: Regardless of our compliance] [added: Compliance] with security requirements or our own security [removed: measures, we could also be the target of an attack] [added: measures may not prevent attacks] or security [removed: breaches could occur,] [added: breaches,] which could materially adversely affect one or more of our operations, or our business.
We rely on information technology networks and systems and other operational technologies, including the internet and a number of internally-developed systems and applications, as well as certain technology systems from third-party vendors (collectively referred to as [removed: "IT")] [added: "IT"),] to operate our business.
For example, we rely on these technologies to receive package level information in advance of the physical receipt of packages, [removed: to] move and track packages through our operations, [removed: to] efficiently plan deliveries, [removed: to] execute billing processes, [removed: and] [added: provide information] to [added: package recipients, manage employee data and] track and report financial and operational data.
IT and other systems (ours, as well as those of our franchisees, acquired businesses, and third-party service providers) have been and will continue in the future to be susceptible to damage, disruptions and shutdowns due to programming errors, defects or other vulnerabilities, power outages, hardware failures, misconfigurations, computer viruses, cyber-attacks, encryption caused by ransomware or malware attacks, exfiltration of data, attacks by foreign governments, state-sponsored [removed: actors, or criminal groups, theft, misconduct by employees or other insiders, telecommunications failures, misuse, human errors or other catastrophic events.]
Accordingly, we may be unable to anticipate these techniques or to implement adequate measures to recognize, detect or prevent the occurrence of any of the events described [added: above.]
However, cybersecurity incidents have in the past and may in the future expose us, our customers, [added: employees,] franchisees, service providers or others, to loss, disclosure or misuse of proprietary information and sensitive or confidential data or result in disruptions to our operations or those of our customers, franchisees, service providers or others.
The type of activity includes fraudulently [added: inserting,] diverting and misappropriating items being transported in our network, fraudulently charging shipment fees to customer or franchisee accounts, and fraudulently sending text messages to recipients purporting to be from UPS.
Security processes, protocols and standards that we implement and contractual provisions requiring security measures that we impose on such third [removed: parties] [added: parties,] may not be sufficient or effective at preventing such events or may not be adhered to.
Our success depends in part on our [added: reputation and our] ability to maintain the image of the UPS [removed: brand and our reputation.][added: brand.]
Also, adverse publicity or public sentiment surrounding labor relations, [added: safety matters,] environmental, sustainability and governance concerns, physical or cyber security matters, political activities and similar matters, or attempts to connect our company to such issues, either in the U.S. or elsewhere, could materially adversely affect us.
We have [removed: made public statements regarding] [added: publicly stated] our [removed: intended reduction of] [added: intention to reduce our] carbon emissions, including our goal to achieve carbon neutrality in our global operations by 2050 and our other short- and mid-term environmental sustainability goals.
[removed: While we remain committed to being responsive to the effects of climate change and reducing our carbon footprint, there] [added: There] can be no assurances that our goals and strategic plans to achieve those goals will be successful, that the [removed: costs] related [removed: to climate transition] [added: costs] will not be higher than expected, that the necessary technological advancements will occur in the timeframe we expect, or at all, that the severity of and or the pace of negative climate-related effects will not accelerate faster than expected, or that proposed regulation or deregulation related to climate change will not have a negative competitive impact, any one of which could have a material adverse effect on our capital expenditures or other expenses, revenue or results of operations.
[removed: Furthermore, methodologies for reporting climate-related information may change and previously reported information may be adjusted to reflect new reporting protocols or regulations,] [added: Other changes could include] improvements in the availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances.
Our processes and controls for reporting climate-related information across our operations are evolving along with multiple disparate standards for identifying, measuring and reporting sustainability metrics, including disclosures that may be required by the SEC, European and other [removed: regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or our ability to achieve such goals in the future.][added: regulators.]
[removed: Weather conditions or other natural or man-made disasters and the] [added: The] increased severity or frequency [removed: thereof] [added: of certain weather conditions] (including as a result of climate [removed: change),] [added: change) or other natural or man-made disasters,] including storms, floods, fires, [added: wind gusts,] earthquakes, rising temperatures, epidemics, pandemics, conflicts, civil or political unrest, or terrorist attacks, have in the past and may in the future disrupt our business.
Customers may reduce shipments, supply chains may be disrupted, demand may be negatively [removed: impacted] [added: impacted, property may be damaged, employees may be injured,] or our costs to operate our business may increase, any of which could have a material adverse effect on us.
To the extent [removed: such] [added: that] weather [removed: events] [added: conditions] or [removed: natural] [added: other] disasters [removed: do] become more frequent or severe, disruptions to our business and those of our customers and costs to repair damaged facilities or maintain or resume operations could increase.
Furthermore, [added: as a result of the impact of] climate change [added: on the frequency or severity of weather conditions and other disasters, insurance providers] may reduce the availability or increase the cost of [removed: insurance for these negative impacts of natural disasters and adverse weather conditions by contributing to an increase in the incidence and severity of such natural disasters.][added: insurance.]
Emerging markets are often more volatile than those in other countries, and any broad-based downturn in these markets could reduce our revenues and materially adversely [removed: affect our business, financial condition and results of operations.]
We are subject to many laws governing our international operations, including those that prohibit improper payments to government officials and commercial customers, govern our environmental impact or labor matters, [removed: and] restrict where we can do business, [added: regulate] our shipments to certain countries and [removed: the] [added: limit] information that we can provide to non-U.S. governments.
Our inability to effectively integrate any acquired businesses and realize the anticipated benefits of any acquisitions, joint [removed: ventures,] [added: ventures or] strategic alliances [removed: or dispositions] could materially adversely affect us.
From time to time we acquire businesses, form joint ventures and [added: enter into] strategic [removed: alliances, and dispose of operations.][added: alliances.]
We seek to mitigate our exposure to changing fuel prices through our pricing strategy and [added: have in the past and] may [added: in the future] utilize hedging [removed: transactions from time to time.][added: transactions.]
Forecasting amounts, types and timing of investments involves many factors which are subject to uncertainty and may be beyond our control, such as [added: technological changes,] general economic trends, revenues, profitability, changes in governmental regulation and competition.
In the first quarter of 2025, we entered into an agreement in principle with this customer that will provide for a reduction in their volume by more than 50% by June 2026.
In connection therewith, we are making certain business and operational changes intended to match our workforce to our activity and eliminate our stranded costs.
In the event we are not able to successfully reduce our costs in connection therewith, our profitability could be materially impacted.
For additional information on the expected operational and financial impacts arising from this agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Customers could choose, and have in the past chosen, to divert all or a portion of their business
actors, or criminal groups, theft, misconduct by employees or other insiders, telecommunications failures, misuse, human errors or other catastrophic events.
Additionally, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.
These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to our customers, regulators and the public.
Our ability to meet our goals will depend in part on significant technological advancements, many of which are outside of our control.
This includes the development and availability of reliable, affordable and low emission energy solutions, including sustainable aviation fuel and alternative fuel and battery electric vehicles.
Furthermore, methodologies for reporting climate-related information may change and previously reported information may be adjusted to reflect new reporting protocols or regulations.
Such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or our ability to achieve such goals in the future.
affect our business, financial condition and results of operations.
While we did not identify any impairment of goodwill during 2024, certain of our reporting units experienced a decrease in the excess of their estimated fair values over their respective carrying values.
Additional decreases could result in goodwill or other impairment charges, which could be material.
We have been and may be required in the future to recognize impairments of long-lived assets, including definite-lived intangible assets, property, plant and equipment and leases.
Changes in our business plans, including anticipated changes to our network in 2025, have previously and may in the future lead to revisions in our estimates of useful lives or salvage values of our assets.
For example, as previously disclosed, the SEC recently investigated our controls and practices surrounding impairment analyses in connection with the divestiture of UPS Freight in April 2021.
On November 22, 2024, we entered into a settlement with the SEC, without admitting or denying the SEC’s findings in connection with alleged violations of Section 17(a)(2) and (3) of the Securities Act of 1933 (and related provisions), resolving the investigation.
Under the terms of the settlement, we agreed to pay a civil penalty, and agreed to remedial actions, training and process changes.
International regulations also continue to increase and could materially increase our operating costs.
For example, the ReFuelEU Aviation initiative, a European regulation, mandates jet fuel suppliers in Europe supply a target percentage of sustainable aviation fuel (“SAF”) at airports inside the European Union.
The SAF target percentage starts at 2% in 2025 and increases to 70% by 2050.
The cost of SAF can be higher than conventional jet fuel, and these suppliers can pass this cost along to purchasers, which can increase our operating costs, potentially significantly.
In addition, in January 2025, the President of the U.S. signed an executive order indicating that the U.S. would withdraw from the Paris Climate Accords.
that we may not be willing or able to pass such costs along to our customers.
above.
Our ability to meet our goals will depend in part on significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions that are outside of our control, including sustainable aviation fuel and alternative fuel vehicles.
A potential result of climate change is more frequent or more severe weather events or natural disasters.
In addition to our ongoing multiemployer pension plan obligations, we may have an obligation in the future to pay significant coordinating benefits previously earned by UPS employees in the Central States Pension Fund (the "CSPF").
For additional information on our potential liabilities related to the CSPF, see note 5 to the audited, consolidated financial statements.
An excerpt. Shown here: 40 of 50 rewritten, all 26 added and all 5 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
269 rewritten, 491 added, 307 removed, 456 unchanged
[removed: During the year, macroeconomic headwinds,] [added: Fit to Serve: In 2023, a number of factors,] including [removed: inflationary pressures] [added: macroeconomic headwinds] and [removed: changes in consumer behavior, together with] volume diversion resulting from our labor negotiations with the International Brotherhood of [removed: Teamsters ("Teamsters"),] [added: Teamsters,] contributed to volume declines in our U.S. [removed: small package] [added: Domestic Package] business.
Highlights of our results for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] which are discussed in more detail in the sections that follow, [removed: include:][added: include (dollars in millions, except per share and per piece amounts):]
[removed: | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | |][added: *2023 compared to 2022*]
| Operating Margin | | | [removed: 10.0] [added: 9.3] | | % | | | | [removed: 13.0] [added: 10.0] | | % | | | | | | | | | | | | |
| Basic Earnings Per Share | | | $ | [removed: 7.81] [added: 6.76] | | | | | $ | [removed: 13.26] [added: 7.81] | | | | | $ | [removed: (5.45)] [added: (1.05)] | | | | | [removed: (41.1)] [added: (13.4)] | | % |
| Diluted Earnings Per Share | | | $ | [removed: 7.80] [added: 6.75] | | | | | $ | [removed: 13.20] [added: 7.80] | | | | | $ | [removed: (5.40)] [added: (1.05)] | | | | | [removed: (40.9)] [added: (13.5)] | | % |
| Operating Days | | | [removed: 254] [added: 253] | | | | | | [removed: 255] [added: 254] | | | | | | | | | | | | | | |
| Average Daily Package Volume (in thousands) | | | [removed: 22,290] [added: 22,418] | | | | | | [removed: 24,291] [added: 22,290] | | | | | | | | | | | | [removed: (8.2)] [added: 0.6] | | % |
| Average Revenue Per Piece | | | $ | [removed: 13.62] [added: 13.60] | | | | | $ | [removed: 13.38] [added: 13.62] | | | | | $ | [removed: 0.24] [added: (0.02)] | | | | | [removed: 1.8] [added: (0.1)] | | % |
- [removed: We reported net] [added: Net] income [removed: of $6.7] [added: was $5.8] billion and diluted earnings per share [removed: of $7.80.][added: were $6.75 for the year.]
[removed: Adjusted] [added: Non-GAAP adjusted] diluted earnings per share were [removed: $8.78] [added: $7.72 for the year] after adjusting for the after-tax impacts of:
◦defined benefit pension and postretirement medical benefit plan mark-to-market loss outside of a 10% corridor of [removed: $274] [added: $506] million, or [removed: $0.32] [added: $0.59] per diluted [removed: share;][added: share.]
[removed: ◦Transformation Strategy Costs] [added: ◦total transformation strategy costs] of [removed: $333] [added: $245] million, or [removed: $0.39] [added: $0.29] per diluted share;
[removed: ◦goodwill and] [added: ◦non-cash] asset impairment charges of [removed: $193] [added: $81] million, or [removed: $0.22] [added: $0.09] per diluted share; [removed: and]
[removed: ◦a one-time compensation payment of $46 million, or $0.05 per diluted share.][added: | One-Time Compensation Payment | | | — | | | | | | 61 | | |]
[removed: These] [added: The decreases] were partially offset [removed: by the impact of base rate increases.][added: by:]
Management's Discussion and Analysis of Financial Condition and Results of Operations* of the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] filed with the Securities and Exchange Commission on February [removed: 21, 2023.][added: 20, 2024.]
We supplement the reporting of our financial information determined under generally accepted accounting principles [removed: in the United States] ("GAAP") with certain non-GAAP [added: adjusted] financial measures.
[removed: Adjusted] [added: Non-GAAP adjusted] financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.
Our [added: non-GAAP] adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies.
[removed: Adjusted] [added: Non-GAAP adjusted] amounts reflect the following (in millions):
| Non-GAAP Adjustments | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| One-Time Compensation Payment | | | [removed: $] [added: —] | [removed: 61] | | | | | [removed: $] [added: 15] | [removed: —] | |
| Transformation Strategy [removed: Costs] [added: Costs:] | | | [removed: 435] | | | | | | [removed: 178] | | |
| Goodwill and Asset Impairment Charges | | | [removed: 236] [added: 108] | | | | | | [removed: —] [added: 236] | | |
| Total Adjustments to [added: Non-GAAP] Operating Expenses | | | $ | [removed: 732] [added: 426] | | | | | $ | [removed: 759] [added: 732] | |
| Defined Benefit Pension and Postretirement Medical Plan [removed: (Gains) and Losses] [added: Loss] | | | $ | [removed: 359] [added: 665] | | | | | $ | [removed: (1,061)] [added: 359] | |
| Total Adjustments to [added: Non-GAAP] Other Income and (Expense) | | | $ | [removed: 359] [added: 671] | | | | | $ | [removed: (1,061)] [added: 359] | |
| Total Adjustments to [added: Non-GAAP] Income Before Income Taxes | | | $ | [removed: 1,091] [added: 1,097] | | | | | $ | [removed: (302)] [added: 1,091] | |
| One-Time Compensation Payment | | | [removed: $] [added: —] | [removed: (15)] | | | | | [removed: $] [added: (61)] | [removed: —] | | [added: | | | 61 | | | | | | (100.0) | | % |]
| [added: Total] Transformation Strategy Costs | | | [removed: (102)] [added: 77] | | | | | | [removed: (36)] [added: 102] | | |
| Goodwill and Asset Impairment Charges | | | [removed: (43)] [added: 27] | | | | | | [removed: —] [added: 43] | | |
| Defined Benefit Pension and Postretirement Medical Plan [removed: (Gains) and Losses] [added: Loss] | | | [removed: (85)] [added: 159] | | | | | | [removed: 255] [added: 85] | | |
| Total Adjustments to [added: Non-GAAP] Income Tax Expense | | | $ | [removed: (245)] [added: 264] | | | | | $ | [removed: 80] [added: 245] | |
| Total Adjustments to [added: Non-GAAP] Net Income | | | $ | [removed: 846] [added: 833] | | | | | $ | [removed: (222)] [added: 846] | |
The blended average effective income tax rates for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were [removed: 22.5%] [added: 24.1%] and [removed: 26.5%,] [added: 22.5%,] respectively.
[removed: During 2023, we made] [added: We exclude the impact of] a one-time payment [added: made] to certain U.S.-based, non-union part-time supervisors following the ratification of our labor agreement with the [removed: Teamsters.][added: Teamsters in 2023.]
We supplement the presentation of [removed: our] operating profit, operating margin, [added: interest expense, total other] income [added: and (expense), income] before income taxes, net income and earnings per share with non-GAAP measures that exclude the impact of this payment.
[removed: *Transformation Charges, and Goodwill] [added: *Goodwill] and Asset Impairment Charges*
We supplement the presentation of [removed: our] operating profit, operating margin, income before income taxes, net income and earnings per share with non-GAAP measures that exclude the impact of [removed: charges related to transformation activities, and goodwill and asset impairment charges.][added: the following items:]
We are executing our *Customer First, People Led and Innovation Driven* strategy to grow in the most attractive parts of the market including healthcare, small and medium-sized businesses (“SMBs”) and International.
During 2024, we took several steps in furtherance of our strategy.
We continued to focus on providing excellent service to our customers, delivering industry-leading on-time performance during 2024.
Our Digital Access Program grew year over year, contributing to our consolidated volume growth and continued expansion within the United States ("U.S.") SMB market.
Also in 2024, we executed on our *Network of the Future* initiatives, which are intended to enhance the efficiency of our network through automation and operational sort consolidation.
For example, we are moving from a scanning to a sensing network through our *Smart Package Smart Facility* RFID initiative, which is helping us reduce manual scans and enhance package visibility for our customers.
Additionally, we completed the onboarding of air cargo volumes from the United States Postal Service ("USPS").
Under our agreement with the USPS, UPS is the primary air cargo provider for the USPS within the United States.
Within our international and healthcare operations, we expect to grow both organically and inorganically, having previously announced that we entered into agreements to acquire Estafeta, a leading domestic small package provider in Mexico, and Frigo-Trans, an industry-leading, complex healthcare logistics provider based in Germany.
The acquisitions of Frigo-Trans and related entities were completed during January 2025, and the acquisition of Estafeta is expected to close in the first half of 2025, subject to customary regulatory reviews and approvals.
In September 2024, we finalized the previously announced divestiture of our truckload brokerage business ("Coyote").
Effective January 1, 2025, we insourced the delivery of all SurePost volume, which we expect to result in additional deliveries within our network.
We made this change in order to have greater operational control and maintain the service quality of this product.
Also in January 2025, we implemented a 9.9% average rate increase on this product.
In the first quarter of 2025, as previously disclosed, we entered into an agreement in principle with our largest customer to significantly reduce the volume we deliver for them.
We expect volume from this customer to decline to approximately 50% of year-end 2024 levels by mid-2026.
We are making a deliberate shift in our business to increase our focus on growing higher yielding volume.
We expect that these actions will result in a reduction in revenue within our U.S. Domestic Package segment, as described below, during 2025 relative to 2024.
In conjunction therewith, as disclosed on January 30, 2025, we are beginning a network reconfiguration within the U.S. which is expected to lead to consolidations of our facilities and workforce as well as an end-to-end process redesign through 2027.
This network reconfiguration, which is an expansion of our *Network of the Future* program, is expected to result in exit activities that could result in the closure of up to 10% of our buildings in 2025, a reduction in the size of our vehicle and aircraft fleets, and a decrease in the size of our workforce, which we expect will lead to additional expense.
We are not yet able to determine the specific assets or extent of our workforce that will be impacted by this network reconfiguration, the timing of those changes or any associated charges and expenses and therefore are not currently able to provide an estimate of the total cost or the cost by period.
We expect that impacted assets will remain in use during some or all of the periods of our network reconfiguration.
We expect to partially offset the anticipated costs associated with this network reconfiguration through our *Efficiency Reimagined* initiatives.
*Efficiency Reimagined* initiatives are an end-to-end process redesign being undertaken to align our organizational processes to the network reconfiguration.
These initiatives are expected to yield approximately $1.0 billion in annualized savings, which we expect to begin realizing during 2025.
We incurred related costs of $35 million for the three months ended December 31, 2024.
We expect to incur related costs of approximately $300 to $400 million during 2025 and incremental costs in 2026 and 2027 to complete *Efficiency Reimagined*, primarily relating to outside professional service fees and severance costs.
As of the fourth quarter of 2024 based on a change in our management reporting structure, U.S. Air Cargo is presented within our U.S. Domestic Package segment and prior periods have been recast.
This recast did not have any impact on previously reported consolidated results.
We experienced volume and revenue growth in our global small package operations during the year, primarily the result of a strong second half of 2024.
Within our U.S. Domestic Package operations, we captured growth through additional e-
commerce customers and SMBs that leveraged our Digital Access Program.
In our International Package operations, we experienced average daily volume growth in our export products, which drove a year-over-year revenue increase.
In Supply Chain Solutions, revenue decreased for the year, driven by the impact of the divestiture of Coyote, partially offset by revenue growth in our other Supply Chain Solutions businesses.
This growth was primarily due to the impact of the acquisition of MNX Global Logistics in the fourth quarter of 2023 and revenue growth in our freight forwarding business driven by continued strong market demand out of Asia.
During the year, we continued to execute on various initiatives under our previously announced transformation strategy programs, Transformation 2.0 and Fit to Serve, which are contributing to fundamental changes to our back-office technologies and organizational structure.
We realized benefits from our Fit to Serve initiative during the year, which helped offset declines in operating profit.
For additional information on these programs and the benefits, see “Supplemental Information - Items Affecting Comparability".
During 2024, we also returned cash to shareholders in the form of dividends of $6.52 per share, for a total of $5.4 billion, and $500 million of share repurchases.
For the year, capital expenditures were $3.9 billion.
We continue to focus on executing our strategy of *Customer First, People Led and Innovation Driven* by making it quicker and easier for customers to do business with us.
We continue to enhance customer engagement through combining our network with digital capabilities and to invest in the most attractive parts of the market, including healthcare, Asia trade lanes and small- and medium-sized businesses ("SMBs").
In furtherance of our strategy, during 2023 we acquired MNX Global Logistics, a global time-critical and temperature-sensitive logistics provider, and Happy Returns, a technology-focused company that provides innovative end-to-end return services.
We opened our state-of-the-art *UPS Velocity* fulfillment center in the U.S. and announced plans to build a new air hub in Hong Kong.
These initiatives, together with continued growth in our Digital Access Program and deployment of our *Smart Package Smart Facility* technology within U.S. small package operations, are intended to allow us to reach new markets and customers, and better serve our current customer base.
Internationally, the challenging macroeconomic environment, coupled with geopolitical tensions, drove a decline in demand for our small package services in Europe and Asia.
Our freight forwarding businesses, including truckload brokerage, were negatively impacted by soft demand and market overcapacity.
We expect global economic conditions to improve gradually during 2024, and therefore expect volume and revenue growth to increase in the second half of the year.
In the third quarter of 2023, our Teamsters employees ratified a new national master agreement.
Under the agreement, wage and benefit rates, combined with all other contract provisions, will increase union cost at a 3.3% compounded annual growth rate over the five-year term of the contract, with the majority of the increase in the first and fifth years.
We experienced higher year-over-year labor costs in the second half of the year as a result of these contractual increases, which we expect to persist through the first half of 2024.
Faced with a challenging external environment, we remain focused on our strategy.
We are taking action intended to right-size our business for the future and focus on key enablers of growth.
These moves include exploring strategic alternatives for our truckload brokerage business and reducing headcount through our "fit to serve" initiative to create a more efficient operating model and enhance responsiveness to changing market dynamics.
| Revenue (in millions) | | | $ | 90,958 | | | | | $ | 100,338 | | | | | $ | (9,380) | | | | | (9.3) | | % |
| Operating Expenses (in millions) | | | 81,817 | | | | | | 87,244 | | | | | | (5,427) | | | | | | (6.2) | | % |
| Operating Profit (in millions) | | | $ | 9,141 | | | | | $ | 13,094 | | | | | $ | (3,953) | | | | | (30.2) | | % |
| Net Income (in millions) | | | $ | 6,708 | | | | | $ | 11,548 | | | | | $ | (4,840) | | | | | (41.9) | | % |
- Revenue and average daily package volume in our global small package operations decreased for the year, with declines in both commercial and residential shipments across all of our products.
These declines were primarily the result of the macroeconomic conditions and union labor-related uncertainties described above, as well as reductions in fuel and demand-related surcharges.
- Operating expenses decreased for the year, driven by a reduction in purchased transportation in Supply Chain Solutions and reductions in fuel expense in our small package operations, as well as the impact of our ongoing productivity initiatives and reductions in operating costs; these reductions were partially offset by U.S. Domestic Package segment wage rate increases in the second half of 2023 due to the new Teamsters contract.
- Operating profit and operating margin decreased, as revenue declines were greater than operating expense reductions.
In the U.S. Domestic Package segment, revenue declines for the year were driven by lower volume, a shift in product mix, and lower fuel and demand-related surcharges.
These were somewhat offset by revenue per piece growth due to increases in base rates and changes in customer mix.
Expenses decreased for the year, primarily due to declines in fuel prices and reductions in purchased transportation.
Higher direct union labor costs were offset by a reduction in hours and lower management compensation expense.
In our International Package segment, revenue declines for the year were driven by lower volume and declines in fuel and demand-related surcharges.
Expenses decreased year over year, driven by lower fuel and third-party transportation expense as a result of volume declines and lower fuel prices.
In Supply Chain Solutions, revenue decreases for the year were driven by volume and market rate declines in Forwarding.
Expenses decreased for the year, primarily due to a reduction in purchased transportation in Forwarding.
*2022 compared to 2021*
| Incentive Compensation Program Design Changes | | | — | | | | | | 505 | | |
| Long-Lived Asset Estimated Residual Value Changes | | | — | | | | | | 76 | | |
| Incentive Compensation Program Design Changes | | | — | | | | | | (121) | | |
| Long-Lived Asset Estimated Residual Value Changes | | | — | | | | | | (18) | | |
These items have been excluded from the following discussions of "adjusted" results.
We believe excluding the impact of this one-time payment better enables users of our financial statements to view and evaluate underlying business performance from the same perspective as management.
We believe excluding the impact of these charges better enables users of our financial statements to view and evaluate underlying business performance from the perspective of management.
*Incentive Compensation Program Design Changes*
During 2022, we completed certain structural changes to the design of our incentive compensation programs that resulted in a one-time, non-cash charge in connection with the accelerated vesting of certain equity incentive awards that we do not expect to repeat.
An excerpt. Shown here: 40 of 269 rewritten, 40 of 491 added and 40 of 307 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
6 rewritten, 0 added, 0 removed, 48 unchanged
As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had no commodity contracts outstanding.
We are also subject to interest rate risk with respect to our defined benefit pension and postretirement medical benefit [removed: plan obligations,] [added: plans,] as changes in interest rates will effectively increase or decrease the [removed: obligations] associated [removed: with these plans.][added: plan obligations and assets.]
| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Currency Derivatives(1) | | | $ | [removed: (649)] [added: (749)] | | | | | $ | [removed: (770)] [added: (649)] | |
| Variable Rate Debt(2) | | | $ | [removed: 41] [added: 21] | | | | | $ | [removed: 18] [added: 41] | |
| Marketable Securities(3) | | | $ | [removed: 1] [added: —] | | | | | $ | 1 | |
Item 1. Business
52 rewritten, 37 added, 31 removed, 142 unchanged
United Parcel Service, Inc. ("UPS"), founded in 1907, is [removed: the world’s premier] [added: a global] package delivery [removed: company] and [removed: a leading provider of global supply chain management solutions.][added: logistics provider.]
We offer a broad range of industry-leading products and services through our extensive global [removed: presence.][added: presence, serving over 200 countries and territories.]
Our services include transportation and [removed: delivery,] [added: delivery through our integrated air and ground network,] distribution, contract logistics, ocean freight, airfreight, customs brokerage and insurance.
In [removed: 2023,] [added: 2024,] we delivered an average of [removed: 22.3] [added: 22.4] million packages per day, totaling 5.7 billion packages during the year.
Total revenue in [removed: 2023] [added: 2024] was [removed: $91.0] [added: $91.1] billion.
Our [removed: well-defined] strategy focuses on growing in the parts of our market that value our end-to-end [removed: network.][added: network, including healthcare, business to business (“B2B”), small- and medium-sized businesses (“SMBs”), and international.]
We are continuing [removed: on the] [added: our] journey to execute our *Customer First, People Led, Innovation Driven* [removed: strategy as we evolve our business to be better and bolder.][added: strategy.]
*Customer First* is about [added: reducing friction in the customer experience by] anticipating and solving for [removed: the needs of our customers.][added: customers' needs.]
We strive to [removed: help] [added: enable] our customers [removed: seize new opportunities,] [added: to] better compete and succeed by delivering [removed: the capabilities that] [added: what] they tell us [removed: matter] [added: matters] the most: [removed: speed] [added: speed, ease] and [removed: ease.][added: service reliability.]
*People Led* [removed: specifically] focuses on [added: our employee experience and] how likely an employee is to recommend UPS employment to a friend or family member.
We [removed: know successful outcomes are built from a strong culture and we] believe that when we take care of our people, they [added: will] take care of our customers.
We provide all types of package services (air, ground, domestic, international, commercial and residential) through a single pickup and delivery [removed: network.][added: network that can be configured to meet customers' needs.]
Our sophisticated systems, including our RFID-enabled [removed: Smart Package,] [added: *Smart Package] Smart [removed: Facility] [added: Facility*] technology, [removed: allow] [added: enable] us to optimize network [removed: efficiency and] [added: efficiency,] asset [removed: utilization,] [added: utilization] and enhance end-to-end [removed: shipment] visibility.
We offer a variety of digital tools and capabilities that enable customers to integrate UPS functionality into their distribution channels, [removed: deepening] [added: intended to deepen] customer relationships.
These tools allow customers to send, manage and track their shipments, and also provide their customers with value-added [removed: data.][added: data about their shipments.]
Our service portfolio allows customers [added: of all sizes] to choose their most appropriate [removed: delivery] option.
Increasingly, our customers benefit from UPS [removed: business] [added: capabilities and] solutions that integrate our services beyond package delivery.
[removed: Value-added] [added: We believe value-added] services beyond package [removed: delivery,] [added: delivery] and connecting our small package, supply [removed: chain and] [added: chain,] digital [added: and on-demand] services across our customer base, are important to customer retention and growth.
We have built a leading and trusted brand that stands for service quality, reliability and [removed: product] innovation.
We believe that the dedication of our employees comes in large part from our [added: strong,] purpose-driven culture that fosters trust, partnership and empowerment.
These services are supported by numerous shipping, visibility and billing technologies including our Digital Access Program, which embeds our shipping solutions directly into leading e-commerce platforms, enabling us to [removed: more broadly] reach [removed: small- and medium-sized businesses] [added: SMBs] and e-commerce [removed: markets.][added: markets more broadly.]
We combine all packages within [removed: this single] [added: our single, global] network, unless dictated by specific service commitments.
This enables [removed: us to] efficiently [added: scheduled] pick [removed: up customers’ shipments] [added: ups] for any [removed: services at a scheduled time each day.][added: service level.]
Our [removed: global smart logistics] network provides unique operational and capital efficiencies that also have a [removed: lesser] [added: smaller] environmental impact than single service network designs.
We offer a portfolio of returns services in [removed: more than 140] [added: approximately 150] countries.
These [added: returns] services are driven by the continued [removed: growth] [added: prevalence] of e-commerce that has increased our customers' [removed: need] [added: needs] for efficient and reliable [removed: returns,] [added: returns] and are designed to promote efficiency and a friction-free consumer experience.
- Our air portfolio offers time-definite, same-day, next-day, two-day and three-day delivery [removed: alternatives.][added: alternatives as well as air cargo services.]
We offer a wide selection of guaranteed day- and time-definite international shipping [removed: services, including more guaranteed time-definite express options than any other carrier.][added: services.]
For international package shipments that do not require express services, UPS Worldwide Expedited offers a reliable, deferred, [removed: guaranteed] day-definite service option.
We operate both multi-client and dedicated facilities across our network, many of which are strategically located near UPS air [removed: and ground transportation hubs to support rapid delivery to business and consumer markets.]
[removed: Roadie offers customers the convenience of same-day delivery, while] Happy Returns offers innovative end-to-end return services that leverage The UPS Store network.
We also offer integrated supply chain and high-value shipment insurance solutions [removed: to both small and large businesses] through UPS Capital, as well as a range of services through our other Supply Chain Solutions businesses.
We believe these services [removed: are important] [added: better enable us] to [removed: meeting] [added: meet] customers' needs and [removed: deepening] [added: deepen] customer relationships.
Our success is dependent upon our people, working together with a [removed: common] [added: shared] purpose.
To assist with employee recruitment and retention, we continue to review the competitiveness of our employee value proposition, including benefits and pay, training, talent development and [removed: promotion] [added: advancement] opportunities.
We have approximately [removed: 500,000] [added: 490,000] employees (excluding temporary seasonal employees), of which [removed: 414,000] [added: 406,000] are in the U.S. and [removed: 86,000] [added: 84,000] are located internationally.
Our global workforce includes approximately [removed: 85,000] [added: 78,000] management employees [removed: (42%] [added: (38%] of whom are part-time) and [removed: 415,000] [added: 412,000] hourly employees [removed: (48%] [added: (50%] of whom are part-time).
More than [removed: 70%] [added: 75%] of our U.S. employees are represented by unions, primarily those employees handling or transporting packages.
[removed: In the third quarter of 2023, the Teamsters fully ratified a new] [added: Our] national master agreement [removed: that] [added: with the Teamsters] expires [added: on] July 31, 2028.
Effective oversight is accomplished through a variety of methods and processes including regular updates and discussions around human capital transformation efforts, technology initiatives impacting the workforce, health and safety matters, employee survey results related to culture and other matters, hiring and retention, employee [removed: demographics,] [added: backgrounds,] labor relations and contract negotiations, compensation and benefits, succession planning and employee training initiatives.
We are focused on providing differentiated value through our capabilities and service.
We know successful outcomes are built from a strong culture and sense of partnership.
*Innovation Driven* is our focus on leveraging technology to optimize the volume that flows through our network.
We continually seek to improve the productivity and efficiency of our global integrated network by using technology to move from a scanning to a sensing network, including using RFID technology in our *Smart Package Smart Facilities*.
In the first quarter of 2025, we entered into an agreement in principle with our largest customer to significantly reduce the volume we deliver for them.
We are making a deliberate shift to increase our focus on growing higher yielding volume.
For additional information on the expected operational and financial impacts of this agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
We continue to invest in specialized capabilities like our cold chain and thermal monitoring technologies, which we believe allow us to better serve our healthcare customers.
We offer same-day pickup of air and ground packages seven days a week through a broad variety of network access points including, UPS drop boxes, UPS Access Point locations and The UPS Store locations.
UPS drivers can also directly accept packages.
Through 2024, final delivery was often provided by the United States Postal Service ("USPS").
Beginning January 1, 2025, in order to have more control over our ability to provide our customers industry-leading service, we have insourced this product.
For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Worldwide Economy offers a contract-only, e-commerce solution for non-urgent, cross-border shipments.
We also provide customs brokerage as well as various related services.
In September 2024, we completed the divestiture of our truckload brokerage business ("Coyote").
For additional information on this divestiture, see note 8 to the audited, consolidated financial statements.
and ground transportation hubs to support rapid delivery to business and consumer markets.
We continue to invest in facility automation to enhance operational efficiency.
In furtherance of this strategy, we have continued to grow organically, making investments in facilities to expand our network, and inorganically, including through the acquisitions of Frigo-Trans and Biotech & Pharma Logistics in January 2025.
Roadie, our crowdsourced delivery platform, offers the convenience of same-day delivery and efficient service for packages that are not compatible with our small package network.
As we seek to capture new opportunities and pursue growth, we are focused on maintaining the culture we have cultivated over our nearly 118-year history and incorporating the new perspectives we need to take the business into the future.
We have approximately 1,900 airline mechanics who are covered by a collective bargaining agreement with Teamsters Local 2727 which becomes amendable November 1, 2026.
In addition, approximately 3,000 of our auto and maintenance mechanics who are not represented by the IBT are employed under a collective bargaining agreement with the International Association of Machinists and Aerospace Workers ("IAM").
In July 2024, the IAM ratified a new collective bargaining agreement that will expire on July 31, 2029.
During 2024, we executed under our "Fit to Serve" initiative, intended to right-size our business and create a more efficient operating model to enhance responsiveness to changing market dynamics.
During 2024, we reduced our workforce by approximately 14,000 positions, primarily within management.
Fit to Serve is expected to conclude in 2025.
In January 2025, we announced a reconfiguration of our U.S. network and *Efficiency Reimagined* initiatives.
We expect these actions to result in decreases in the size of our operational and management workforce.
For additional information on the expected operational and financial impacts of these initiatives, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
In the first quarter of 2025, we entered into an agreement in principle with this customer that will provide for a reduction in their volume by more than 50% by June 2026.
For additional information on the expected operational and financial impacts arising from this agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
As a result of recent changes in the USPS operating model, in January 2025 we announced that we have begun delivering 100% of our SurePost volume.
Our activities in the U.S.,
Human Capital, Risk, and Nominating and Corporate Governance Committees are also available on our investor relations website under the heading "Investors – Corporate Governance".
The Company had no reportable transactions during the quarter ended December 31, 2024.
We operate one of the largest airlines and one of the largest fleets of alternative fuel vehicles under a global UPS brand.
We deliver packages each business day for approximately 1.6 million shipping customers to 10.2 million delivery recipients in over 200 countries and territories.
*Innovation Driven* is designed to optimize the volume that flows through our network to focus on increasing value share and to drive business growth from higher-yielding opportunities in our target markets.
We continue to leverage data and automation to deliver improvements to our network and unlock additional value for our customers through innovation.
For example, our supply chain services are designed to improve the efficiency and resilience of customers’ entire supply chain management process.
Our legacy of fairness and equity is the bedrock of our culture and of our relationships with those we serve.
All of our services are managed through a single, global smart logistics network.
We offer same-day pickup of air and ground packages seven days a week.
Our global smart logistics network offers approximately 180,000 entry points where customers can tender packages to us at locations and times convenient to them.
This includes UPS drivers who can accept packages, UPS drop boxes, UPS Access Point locations, The UPS Store locations, authorized shipping outlets and commercial counters, alliance locations and customer centers attached to UPS facilities.
This portfolio provides a range of cost-effective label and digital returns options and a broad network of consumer drop points.
To accelerate growth of this portfolio, in the fourth quarter of 2023 we acquired Happy Returns, a technology-focused company that is managed and reported within Supply Chain Solutions, to provide innovative end-to-end return services and a consolidated returns solution for our enterprise retail customers.
It offers the consistency and reliability of the UPS ground network, with final delivery often provided by the U.S. Postal Service.
We are among the world’s largest customs brokers, measured by both the number of shipments processed annually and by the number of dedicated brokerage employees worldwide.
In addition to customs clearance services, we provide product classification, trade management, duty drawback and consulting services.
We provide brokerage services that coordinate a fleet of less-than-truckload and truckload vehicles for shipments requiring ground freight transportation in North America and Europe.
Access to the UPS fleet, combined with a broad third-party carrier network, enables us to create capacity solutions for customers of all sizes across industries, delivered through a combination of people and technology.
Customers can also access UPS services such as airfreight, customs brokerage and global freight forwarding.
We leverage a network of facilities in over 120 countries to seek to ensure products and parts are in the right place at the right time.
We continue to invest in the automation of our facilities to meet customer demand.
In furtherance of this strategy and to broaden our reach and services, we recently acquired Bomi Group and MNX Global Logistics.
As we seek to capture new opportunities and pursue growth, we believe that transforming the UPS employee experience is foundational to our success.
This requires a thoughtful balance between the culture we have cultivated over the years and the new perspectives we need to take the business into the future.
We believe that UPS employees are among the most motivated and highest performing in the industry and provide us a competitive advantage.
We seek to create an inclusive and equitable environment that brings together a broad spectrum of backgrounds, cultures and stakeholders.
We believe leveraging diverse perspectives and creating inclusive environments improves our organizational effectiveness, cultivates innovation, and drives growth.
We maintain robust economic sanctions compliance procedures designed to promote compliance with applicable sanctions laws.
However, it is possible that from time to time we may inadvertently pick up packages from, or deliver packages to, individuals or entities that result in required disclosure under Section 13(r).
As a component of our compliance procedures, from time to time we undertake additional reviews of historical transactions.
Based on our most recent review, from August 2018 to the date of this filing, in addition to previously disclosed deliveries we inadvertently delivered to: Bank Melli – 2 shipments (revenue of $18.84, loss of $3.98); the Embassy of Iran (revenue of $7.81, loss of $0.65); Syrian Airlines (revenue of $7.70, profit of $0.72); Irasco SRL – 2 shipments (revenue of $11.59, loss of $1.08); Stark 1 (revenue of $7.33, profit of $2.02); Fanreach (revenue of $9.74, profit of $2.76); and Wael Bazzi (revenue of $4.74, loss of $2.29).
We do not intend to further pick up from or deliver to these parties, and we intend to continue to implement process improvements designed to better identify and prevent potential shipments to or from restricted parties.
An excerpt. Shown here: 40 of 52 rewritten, all 37 added and all 31 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Cover and table of contents
47 rewritten, 11 added, 12 removed, 79 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
Yes [removed: x] [added: ☐] No [removed: ¨][added: ☒]
The aggregate market value of the class B common stock held by non-affiliates of the registrant was [removed: $129,730,366,499] [added: $100,185,550,613] as of June [removed: 30, 2023.][added: 28, 2024.]
As of February [removed: 2, 2024,] [added: 3, 2025,] there were [removed: 125,836,384] [added: 114,298,155] outstanding shares of class A common stock and [removed: 726,816,677] [added: 739,873,795] outstanding shares of class B common stock.
Portions of the registrant’s definitive proxy statement for its annual meeting of shareowners scheduled for May [removed: 2, 2024] [added: 8, 2025] are incorporated by reference into Part III of this report.
| Item 1. | | | [removed: [Business](#ifcfd3c808065412fa89687f089fe8843_13)] [added: [Business](#ic898c058b5624d8ab283092902191392_13)] | | | [removed: [1](#ifcfd3c808065412fa89687f089fe8843_13)] [added: [1](#ic898c058b5624d8ab283092902191392_13)] | | |
| | | | [Competitive [removed: Strengths](#ifcfd3c808065412fa89687f089fe8843_22)] [added: Strengths](#ic898c058b5624d8ab283092902191392_22)] | | | [removed: [2](#ifcfd3c808065412fa89687f089fe8843_22)] [added: [2](#ic898c058b5624d8ab283092902191392_22)] | | |
| | | | [Products and Services; Reporting [removed: Segments](#ifcfd3c808065412fa89687f089fe8843_25)] [added: Segments](#ic898c058b5624d8ab283092902191392_25)] | | | [removed: [2](#ifcfd3c808065412fa89687f089fe8843_25)] [added: [2](#ic898c058b5624d8ab283092902191392_25)] | | |
| | | | [Human [removed: Capital](#ifcfd3c808065412fa89687f089fe8843_28)] [added: Capital](#ic898c058b5624d8ab283092902191392_28)] | | | [removed: [5](#ifcfd3c808065412fa89687f089fe8843_28)] [added: [4](#ic898c058b5624d8ab283092902191392_28)] | | |
| | | | [Government [removed: Regulation](#ifcfd3c808065412fa89687f089fe8843_37)] [added: Regulation](#ic898c058b5624d8ab283092902191392_37)] | | | [removed: [6](#ifcfd3c808065412fa89687f089fe8843_37)] [added: [5](#ic898c058b5624d8ab283092902191392_37)] | | |
| | | | [Where You Can Find More [removed: Information](#ifcfd3c808065412fa89687f089fe8843_40)] [added: Information](#ic898c058b5624d8ab283092902191392_40)] | | | [removed: [8](#ifcfd3c808065412fa89687f089fe8843_40)] [added: [7](#ic898c058b5624d8ab283092902191392_40)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ifcfd3c808065412fa89687f089fe8843_43)] [added: Factors](#ic898c058b5624d8ab283092902191392_43)] | | | [removed: [10](#ifcfd3c808065412fa89687f089fe8843_43)] [added: [9](#ic898c058b5624d8ab283092902191392_43)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ifcfd3c808065412fa89687f089fe8843_46)] [added: Comments](#ic898c058b5624d8ab283092902191392_46)] | | | [removed: [17](#ifcfd3c808065412fa89687f089fe8843_46)] [added: [16](#ic898c058b5624d8ab283092902191392_46)] | | |
| Item 2. | | | [removed: [Properties](#ifcfd3c808065412fa89687f089fe8843_49)] [added: [Properties](#ic898c058b5624d8ab283092902191392_52)] | | | [removed: [18](#ifcfd3c808065412fa89687f089fe8843_49)] [added: [18](#ic898c058b5624d8ab283092902191392_52)] | | |
| | | | [Operating [removed: Facilities](#ifcfd3c808065412fa89687f089fe8843_52)] [added: Facilities](#ic898c058b5624d8ab283092902191392_55)] | | | [removed: [18](#ifcfd3c808065412fa89687f089fe8843_52)] [added: [18](#ic898c058b5624d8ab283092902191392_55)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ifcfd3c808065412fa89687f089fe8843_58)] [added: Proceedings](#ic898c058b5624d8ab283092902191392_61)] | | | [removed: [19](#ifcfd3c808065412fa89687f089fe8843_58)] [added: [18](#ic898c058b5624d8ab283092902191392_61)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ifcfd3c808065412fa89687f089fe8843_61)] [added: Disclosures](#ic898c058b5624d8ab283092902191392_64)] | | | [removed: [19](#ifcfd3c808065412fa89687f089fe8843_61)] [added: [18](#ic898c058b5624d8ab283092902191392_64)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifcfd3c808065412fa89687f089fe8843_67)] [added: Securities](#ic898c058b5624d8ab283092902191392_70)] | | | [removed: [20](#ifcfd3c808065412fa89687f089fe8843_67)] [added: [19](#ic898c058b5624d8ab283092902191392_70)] | | |
| | | | [Shareowner Return Performance [removed: Graph](#ifcfd3c808065412fa89687f089fe8843_70)] [added: Graph](#ic898c058b5624d8ab283092902191392_73)] | | | [removed: [21](#ifcfd3c808065412fa89687f089fe8843_70)] [added: [20](#ic898c058b5624d8ab283092902191392_73)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#ifcfd3c808065412fa89687f089fe8843_73)] [added: [\[Reserved\]](#ic898c058b5624d8ab283092902191392_76)] | | | [removed: [22](#ifcfd3c808065412fa89687f089fe8843_73)] [added: [21](#ic898c058b5624d8ab283092902191392_76)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifcfd3c808065412fa89687f089fe8843_76)] [added: Operations](#ic898c058b5624d8ab283092902191392_79)] | | | [removed: [23](#ifcfd3c808065412fa89687f089fe8843_76)] [added: [22](#ic898c058b5624d8ab283092902191392_79)] | | |
| | | | [Supplemental Information - Items Affecting [removed: Comparability](#ifcfd3c808065412fa89687f089fe8843_82)] [added: Comparability](#ic898c058b5624d8ab283092902191392_85)] | | | [removed: [25](#ifcfd3c808065412fa89687f089fe8843_82)] [added: [26](#ic898c058b5624d8ab283092902191392_85)] | | |
| | | | [U.S. Domestic Package [removed: Operations](#ifcfd3c808065412fa89687f089fe8843_85)] [added: Operations](#ic898c058b5624d8ab283092902191392_88)] | | | [removed: [29](#ifcfd3c808065412fa89687f089fe8843_85)] [added: [33](#ic898c058b5624d8ab283092902191392_88)] | | |
| | | | [International Package [removed: Operations](#ifcfd3c808065412fa89687f089fe8843_88)] [added: Operations](#ic898c058b5624d8ab283092902191392_91)] | | | [removed: [32](#ifcfd3c808065412fa89687f089fe8843_88)] [added: [36](#ic898c058b5624d8ab283092902191392_91)] | | |
| | | | [Supply Chain Solutions [removed: Operations](#ifcfd3c808065412fa89687f089fe8843_91)] [added: Operations](#ic898c058b5624d8ab283092902191392_94)] | | | [removed: [35](#ifcfd3c808065412fa89687f089fe8843_91)] [added: [39](#ic898c058b5624d8ab283092902191392_94)] | | |
| | | | [Consolidated Operating [removed: Expenses](#ifcfd3c808065412fa89687f089fe8843_94)] [added: Expenses](#ic898c058b5624d8ab283092902191392_97)] | | | [removed: [38](#ifcfd3c808065412fa89687f089fe8843_94)] [added: [42](#ic898c058b5624d8ab283092902191392_97)] | | |
| | | | [Other Income and [removed: (Expense)](#ifcfd3c808065412fa89687f089fe8843_97)] [added: (Expense)](#ic898c058b5624d8ab283092902191392_100)] | | | [removed: [41](#ifcfd3c808065412fa89687f089fe8843_97)] [added: [46](#ic898c058b5624d8ab283092902191392_100)] | | |
| | | | [Income Tax [removed: Expense](#ifcfd3c808065412fa89687f089fe8843_100)] [added: Expense](#ic898c058b5624d8ab283092902191392_103)] | | | [removed: [42](#ifcfd3c808065412fa89687f089fe8843_100)] [added: [47](#ic898c058b5624d8ab283092902191392_103)] | | |
| | | | [Liquidity and Capital [removed: Resources](#ifcfd3c808065412fa89687f089fe8843_103)] [added: Resources](#ic898c058b5624d8ab283092902191392_106)] | | | [removed: [43](#ifcfd3c808065412fa89687f089fe8843_103)] [added: [48](#ic898c058b5624d8ab283092902191392_106)] | | |
| | | | [Collective Bargaining [removed: Agreements](#ifcfd3c808065412fa89687f089fe8843_106)] [added: Agreements](#ic898c058b5624d8ab283092902191392_109)] | | | [removed: [50](#ifcfd3c808065412fa89687f089fe8843_106)] [added: [53](#ic898c058b5624d8ab283092902191392_109)] | | |
| | | | [New Accounting [removed: Pronouncements](#ifcfd3c808065412fa89687f089fe8843_109)] [added: Pronouncements](#ic898c058b5624d8ab283092902191392_112)] | | | [removed: [50](#ifcfd3c808065412fa89687f089fe8843_109)] [added: [53](#ic898c058b5624d8ab283092902191392_112)] | | |
| | | | [Critical Accounting [removed: Estimates](#ifcfd3c808065412fa89687f089fe8843_112)] [added: Estimates](#ic898c058b5624d8ab283092902191392_115)] | | | [removed: [51](#ifcfd3c808065412fa89687f089fe8843_112)] [added: [54](#ic898c058b5624d8ab283092902191392_115)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ifcfd3c808065412fa89687f089fe8843_115)] [added: Risk](#ic898c058b5624d8ab283092902191392_118)] | | | [removed: [57](#ifcfd3c808065412fa89687f089fe8843_115)] [added: [61](#ic898c058b5624d8ab283092902191392_118)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ifcfd3c808065412fa89687f089fe8843_118)] [added: Data](#ic898c058b5624d8ab283092902191392_121)] | | | [removed: [59](#ifcfd3c808065412fa89687f089fe8843_118)] [added: [63](#ic898c058b5624d8ab283092902191392_121)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifcfd3c808065412fa89687f089fe8843_196)] [added: Disclosure](#ic898c058b5624d8ab283092902191392_199)] | | | [removed: [132](#ifcfd3c808065412fa89687f089fe8843_196)] [added: [141](#ic898c058b5624d8ab283092902191392_199)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ifcfd3c808065412fa89687f089fe8843_199)] [added: Procedures](#ic898c058b5624d8ab283092902191392_202)] | | | [removed: [132](#ifcfd3c808065412fa89687f089fe8843_199)] [added: [141](#ic898c058b5624d8ab283092902191392_202)] | | |
| Item 9B. | | | [Other [removed: Information](#ifcfd3c808065412fa89687f089fe8843_202)] [added: Information](#ic898c058b5624d8ab283092902191392_205)] | | | [removed: [134](#ifcfd3c808065412fa89687f089fe8843_202)] [added: [143](#ic898c058b5624d8ab283092902191392_205)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifcfd3c808065412fa89687f089fe8843_205)] [added: Inspections](#ic898c058b5624d8ab283092902191392_208)] | | | [removed: [134](#ifcfd3c808065412fa89687f089fe8843_205)] [added: [143](#ic898c058b5624d8ab283092902191392_208)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ifcfd3c808065412fa89687f089fe8843_211)] [added: Governance](#ic898c058b5624d8ab283092902191392_214)] | | | [removed: [135](#ifcfd3c808065412fa89687f089fe8843_211)] [added: [144](#ic898c058b5624d8ab283092902191392_214)] | | |
| | | | [Overview](#ic898c058b5624d8ab283092902191392_16) | | | [1](#ic898c058b5624d8ab283092902191392_16) | | |
| | | | [Strategy](#ic898c058b5624d8ab283092902191392_19) | | | [1](#ic898c058b5624d8ab283092902191392_19) | | |
| | | | [Customers](#ic898c058b5624d8ab283092902191392_31) | | | [5](#ic898c058b5624d8ab283092902191392_31) | | |
| | | | [Competition](#ic898c058b5624d8ab283092902191392_34) | | | [5](#ic898c058b5624d8ab283092902191392_34) | | |
| Item 1C. | | | [Cybersecurity](#ic898c058b5624d8ab283092902191392_49) | | | [17](#ic898c058b5624d8ab283092902191392_49) | | |
| | | | [Fleet](#ic898c058b5624d8ab283092902191392_58) | | | [18](#ic898c058b5624d8ab283092902191392_58) | | |
| | | | [Overview](#ic898c058b5624d8ab283092902191392_82) | | | [22](#ic898c058b5624d8ab283092902191392_82) | | |
The Company routinely posts important information, including news releases, announcements, materials provided or displayed at analyst or investor conferences, and other statements about its business and results of operations, that may be deemed material to investors on the Company’s Investors Relations website at www.investors.ups.com.
The Company uses its website as a means of disclosing material, nonpublic information and for complying with the Company’s disclosure obligations under Regulation FD.
Investors should monitor the Company’s Investor Relations website in addition to following the Company’s press releases, filings with the SEC, public conference calls and webcasts.
We do not incorporate the contents of any website into this or any other report we file with the SEC.
| | | | [Overview](#ifcfd3c808065412fa89687f089fe8843_16) | | | [1](#ifcfd3c808065412fa89687f089fe8843_16) | | |
| | | | [Strategy](#ifcfd3c808065412fa89687f089fe8843_19) | | | [1](#ifcfd3c808065412fa89687f089fe8843_19) | | |
| | | | [Customers](#ifcfd3c808065412fa89687f089fe8843_31) | | | [6](#ifcfd3c808065412fa89687f089fe8843_31) | | |
| | | | [Competition](#ifcfd3c808065412fa89687f089fe8843_34) | | | [6](#ifcfd3c808065412fa89687f089fe8843_34) | | |
| Item 1C. | | | [C](#ifcfd3c808065412fa89687f089fe8843_2030)[ybersecurity](#ifcfd3c808065412fa89687f089fe8843_2030) | | | [17](#ifcfd3c808065412fa89687f089fe8843_2030) | | |
| | | | [Fleet](#ifcfd3c808065412fa89687f089fe8843_55) | | | [19](#ifcfd3c808065412fa89687f089fe8843_55) | | |
| | | | [Overview](#ifcfd3c808065412fa89687f089fe8843_79) | | | [23](#ifcfd3c808065412fa89687f089fe8843_79) | | |
This report and our other filings with the Securities and Exchange Commission ("SEC") contain and in the future may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are made subject to the safe harbor provisions of the federal securities laws pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
From time to time, we expect to participate in analyst and investor conferences.
Materials provided or displayed at those conferences, such as slides and presentations, may be posted on our investor relations website at *www.investors.ups.com* under the heading "Presentations" when made available.
These presentations may contain new material nonpublic information about our company and you are encouraged to monitor this site for any new posts, as we may use this mechanism as a public announcement.
An excerpt. Shown here: 40 of 47 rewritten, all 11 added and all 12 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2024 filing and the FY2023 filing.
Item 1C. Cybersecurity
3 rewritten, 1 added, 0 removed, 21 unchanged
[removed: The Company's] [added: These] processes [removed: include periodic discussions and risk reviews with management and,] [added: also include,] depending on facts and circumstances, [removed: may include] internal audits, third-party assessments, post-remediation reviews, engagements with independent third-party service providers and key governmental agencies, regular employee training, an incident response plan and backup and recovery plans.
[removed: We interact] [added: The Company interacts] with the information technology networks and systems of third parties for many aspects of our business.
To help UPS understand and mitigate potential cybersecurity [removed: risks,] [added: risks related to third parties,] we generally utilize measures such as vendor risk assessments, periodic technical assessments of third-party vendors' controls and contracts governing the use of and access to our data and compliance with our security requirements.
The Company's processes include periodic discussions and risk reviews with management.
Item 2. Properties
11 rewritten, 3 added, 4 removed, 19 unchanged
Our primary information technology operations are consolidated in an owned facility in New [removed: Jersey and we own a backup facility in Georgia.][added: Jersey.]
We own or lease [removed: over] [added: approximately] 1,000 package [removed: operating] facilities in the U.S., with approximately 90 million square feet of floor space.
We own or lease approximately 800 facilities in our international package operations, with approximately [removed: 21] [added: 22] million square feet of floor space.
Our major air hub in Europe is located in Germany, and in Asia we operate [removed: two] [added: multiple] major air hubs in China and [removed: one in] Hong Kong.
We own or lease more than 600 facilities, with approximately [removed: 46] [added: 47] million square feet of floor space, which support our freight forwarding and logistics operations.
This includes approximately [removed: 17] [added: 16] million square feet of healthcare-compliant warehousing.
The following table shows information about our aircraft fleet as of December 31, [removed: 2023:][added: 2024:]
| Boeing 767-300 | | | [removed: 78] [added: 82] | | | | | | — | | | | | | [removed: 21] [added: 25] | | | | | | — | | |
| Boeing MD-11 [removed: (1)] | | | [removed: 38] [added: 29] | | | | | | — | | | | | | — | | | | | | — | | |
| Boeing 747-8F | | | [removed: 28] [added: 30] | | | | | | — | | | | | | [removed: 2] [added: —] | | | | | | — | | |
[removed: We operate] [added: As of December 31, 2024, we operated] a global ground fleet of approximately [removed: 135,000] [added: 128,000] package cars, vans, tractors and motorcycles, including [removed: more than 17,000] [added: approximately 19,000] alternative fuel and advanced technology vehicles.
| Other | | | — | | | | | | 243 | | | | | | — | | | | | | — | | |
| Total | | | 291 | | | | | | 243 | | | | | | 25 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Other | | | — | | | | | | 269 | | | | | | — | | | | | | — | | |
| Total | | | 294 | | | | | | 269 | | | | | | 23 | | | | | | — | | |
(1) Two of the MD-11 aircraft shown above have been retired from operational use as of December 31, 2023.
We anticipate retiring an additional nine of these aircraft during 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9 rewritten, 6 added, 5 removed, 11 unchanged
As of February [removed: 2, 2024,] [added: 3, 2025,] there were [removed: 157,276] [added: 155,418] and [removed: 19,971] [added: 19,626] shareowners of record of [added: our] class A and class B common stock, respectively.
On [removed: January 25, 2024,] [added: February 5, 2025,] our Board declared a dividend of [removed: $1.63] [added: $1.64] per share, which is payable on March [removed: 8, 2024] [added: 6, 2025] to shareowners of record on February [removed: 20, 2024.][added: 18, 2025.]
In [removed: August 2021,] [added: January 2023,] the Board of Directors approved a share repurchase authorization [removed: of] [added: for] $5.0 billion of class A and class B common stock.
During the year ended December 31, [removed: 2023,] [added: 2024,] we repurchased [removed: 0.5] [added: 3.9] million shares of class B common stock for [removed: $0.1 billion] [added: $500 million] under this authorization.
We did not repurchase any shares during the fourth quarter of [removed: 2023 and do not anticipate repurchasing any shares in] 2024.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $2.8] [added: $2.3] billion available under our share repurchase authorization.
The comparison of the total cumulative return on investment, which is the change in the stock price plus reinvested dividends for each of the quarterly periods, assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] in the Standard & Poor’s 500 Index, the Dow Jones Transportation Average and our class B common stock.
[removed: ][added: ]
| | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |
On February 3, 2025, we entered into an accelerated share repurchase agreement for $1.0 billion worth of shares.
This agreement is expected to settle in the first quarter of 2025.
We do not anticipate further share repurchases in 2025.
| United Parcel Service, Inc. | | | $ | 100.00 | | | | | $ | 147.28 | | | | | $ | 193.56 | | | | | $ | 162.33 | | | | | $ | 152.66 | | | | | $ | 127.43 | |
| Standard & Poor’s 500 Index | | | $ | 100.00 | | | | | $ | 118.39 | | | | | $ | 152.34 | | | | | $ | 124.73 | | | | | $ | 128.09 | | | | | $ | 160.11 | |
| Dow Jones Transportation Average | | | $ | 100.00 | | | | | $ | 118.18 | | | | | $ | 152.83 | | | | | $ | 131.11 | | | | | $ | 146.74 | | | | | $ | 152.33 | |
In January 2023, the Board of Directors terminated this authorization and approved a new share repurchase authorization for $5.0 billion of class A and class B common stock.
During the year ended December 31, 2023, we repurchased 12.3 million shares of class B common stock for $2.2 billion under this authorization.
| United Parcel Service, Inc. | | | $ | 100.00 | | | | | $ | 125.49 | | | | | $ | 184.83 | | | | | $ | 242.91 | | | | | $ | 203.72 | | | | | $ | 191.59 | |
| Standard & Poor’s 500 Index | | | $ | 100.00 | | | | | $ | 132.61 | | | | | $ | 157.00 | | | | | $ | 202.02 | | | | | $ | 165.40 | | | | | $ | 169.87 | |
| Dow Jones Transportation Average | | | $ | 100.00 | | | | | $ | 121.65 | | | | | $ | 143.76 | | | | | $ | 185.91 | | | | | $ | 159.48 | | | | | $ | 178.50 | |
Item 8. Financial Statements and Supplementary Data
834 rewritten, 444 added, 272 removed, 1,298 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID No.](#ifcfd3c808065412fa89687f089fe8843_121) 34[)](#ifcfd3c808065412fa89687f089fe8843_121)] [added: ID](#ic898c058b5624d8ab283092902191392_124) [N](#ic898c058b5624d8ab283092902191392_124)[o.](#ic898c058b5624d8ab283092902191392_124) 34[)](#ic898c058b5624d8ab283092902191392_124)] | | | [removed: [60](#ifcfd3c808065412fa89687f089fe8843_121)] [added: [64](#ic898c058b5624d8ab283092902191392_124)] | | |
| [Consolidated Balance [removed: Sheets](#ifcfd3c808065412fa89687f089fe8843_124)] [added: Sheets](#ic898c058b5624d8ab283092902191392_127)] | | | [removed: [63](#ifcfd3c808065412fa89687f089fe8843_124)] [added: [67](#ic898c058b5624d8ab283092902191392_127)] | | |
| [Statements of Consolidated [removed: Income](#ifcfd3c808065412fa89687f089fe8843_127)] [added: Income](#ic898c058b5624d8ab283092902191392_130)] | | | [removed: [64](#ifcfd3c808065412fa89687f089fe8843_127)] [added: [68](#ic898c058b5624d8ab283092902191392_130)] | | |
| [Statements of Consolidated Comprehensive Income [removed: (Loss)](#ifcfd3c808065412fa89687f089fe8843_130)] [added: (Loss)](#ic898c058b5624d8ab283092902191392_133)] | | | [removed: [64](#ifcfd3c808065412fa89687f089fe8843_130)] [added: [68](#ic898c058b5624d8ab283092902191392_133)] | | |
| [Statements of Consolidated Cash [removed: Flows](#ifcfd3c808065412fa89687f089fe8843_133)] [added: Flows](#ic898c058b5624d8ab283092902191392_136)] | | | [removed: [65](#ifcfd3c808065412fa89687f089fe8843_133)] [added: [69](#ic898c058b5624d8ab283092902191392_136)] | | |
[removed: | [Notes to Consolidated Financial Statements](#ifcfd3c808065412fa89687f089fe8843_136) | | | [66](#ifcfd3c808065412fa89687f089fe8843_136) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
| [Note 1—Summary of Accounting [removed: Policies](#ifcfd3c808065412fa89687f089fe8843_139)] [added: Policies](#ic898c058b5624d8ab283092902191392_142)] | | | [removed: [66](#ifcfd3c808065412fa89687f089fe8843_139)] [added: [70](#ic898c058b5624d8ab283092902191392_142)] | | |
| [Note 2—Revenue [removed: Recognition](#ifcfd3c808065412fa89687f089fe8843_142)] [added: Recognition](#ic898c058b5624d8ab283092902191392_145)] | | | [removed: [73](#ifcfd3c808065412fa89687f089fe8843_142)] [added: [77](#ic898c058b5624d8ab283092902191392_145)] | | |
| [Note 3—Marketable Securities and Non-Current [removed: Investments](#ifcfd3c808065412fa89687f089fe8843_145)] [added: Investments](#ic898c058b5624d8ab283092902191392_148)] | | | [removed: [76](#ifcfd3c808065412fa89687f089fe8843_145)] [added: [80](#ic898c058b5624d8ab283092902191392_148)] | | |
| [removed: [Note 4—Property,] [added: Property,] Plant and [removed: Equipment](#ifcfd3c808065412fa89687f089fe8843_148)] [added: Equipment] | | | [removed: [79](#ifcfd3c808065412fa89687f089fe8843_148)] [added: 10] | | |
| [Note 5—Company-Sponsored Employee Benefit [removed: Plans](#ifcfd3c808065412fa89687f089fe8843_151)] [added: Plans](#ic898c058b5624d8ab283092902191392_154)] | | | [removed: [80](#ifcfd3c808065412fa89687f089fe8843_151)] [added: [84](#ic898c058b5624d8ab283092902191392_154)] | | |
| [Note 6—Multiemployer Employee Benefit [removed: Plans](#ifcfd3c808065412fa89687f089fe8843_154)] [added: Plans](#ic898c058b5624d8ab283092902191392_157)] | | | [removed: [91](#ifcfd3c808065412fa89687f089fe8843_154)] [added: [95](#ic898c058b5624d8ab283092902191392_157)] | | |
| [Note 7—Goodwill and Intangible [removed: Assets](#ifcfd3c808065412fa89687f089fe8843_157)] [added: Assets](#ic898c058b5624d8ab283092902191392_160)] | | | [removed: [95](#ifcfd3c808065412fa89687f089fe8843_157)] [added: [99](#ic898c058b5624d8ab283092902191392_160)] | | |
| [Note 9—Debt and Financing [removed: Arrangements](#ifcfd3c808065412fa89687f089fe8843_163)] [added: Arrangements](#ic898c058b5624d8ab283092902191392_166)] | | | [removed: [101](#ifcfd3c808065412fa89687f089fe8843_163)] [added: [104](#ic898c058b5624d8ab283092902191392_166)] | | |
| [Note 10—Legal Proceedings and [removed: Contingencies](#ifcfd3c808065412fa89687f089fe8843_166)] [added: Contingencies](#ic898c058b5624d8ab283092902191392_169)] | | | [removed: [106](#ifcfd3c808065412fa89687f089fe8843_166)] [added: [109](#ic898c058b5624d8ab283092902191392_169)] | | |
| [Note 13—Stock-Based [removed: Compensation](#ifcfd3c808065412fa89687f089fe8843_175)] [added: Compensation](#ic898c058b5624d8ab283092902191392_178)] | | | [removed: [114](#ifcfd3c808065412fa89687f089fe8843_175)] [added: [119](#ic898c058b5624d8ab283092902191392_178)] | | |
| [Note 14—Segment and Geographic [removed: Information](#ifcfd3c808065412fa89687f089fe8843_181)] [added: Information](#ic898c058b5624d8ab283092902191392_184)] | | | [removed: [118](#ifcfd3c808065412fa89687f089fe8843_181)] [added: [123](#ic898c058b5624d8ab283092902191392_184)] | | |
| [Note 16—Earnings Per [removed: Share](#ifcfd3c808065412fa89687f089fe8843_187)] [added: Share](#ic898c058b5624d8ab283092902191392_190)] | | | [removed: [126](#ifcfd3c808065412fa89687f089fe8843_187)] [added: [133](#ic898c058b5624d8ab283092902191392_190)] | | |
| [Note 17—Derivative Instruments and Risk [removed: Management](#ifcfd3c808065412fa89687f089fe8843_190)] [added: Management](#ic898c058b5624d8ab283092902191392_193)] | | | [removed: [127](#ifcfd3c808065412fa89687f089fe8843_190)] [added: [134](#ic898c058b5624d8ab283092902191392_193)] | | |
| [removed: [Note 18—Transformation] [added: Transformation] Strategy [removed: Costs](#ifcfd3c808065412fa89687f089fe8843_193)] [added: Costs:] | | | [removed: [131](#ifcfd3c808065412fa89687f089fe8843_193)] | | | [added: | | | | | | | | | | | |]
We have audited the accompanying consolidated balance sheets of United Parcel Service, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2024,] [added: 18, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.
Valuation of U.S. hedge fund, [added: risk parity,] private debt, private equity and real estate investments — Refer to Note 5, Company-Sponsored Employee Benefit Plans (Fair Value Measurements), to the financial statements
The Company’s U.S. pension and postretirement medical benefit plans (the "U.S. Plans") held hedge fund, private debt, private equity and real estate investments valued at [removed: $9.9] [added: $10.1] billion as of December 31, [removed: 2023.][added: 2024.]
The Company determines the reported values of the U.S. Plans’ investments in [removed: hedge,] [added: hedge fund,] private debt, private equity and real estate funds primarily based on the estimated net asset value ("NAV") of the fund.
Our audit procedures related to the inputs used by management to estimate the NAV of the U.S. Plans’ hedge fund, private debt, private equity and real estate investments [added: (collectively, the “funds”)] included the following, among others:
- We tested the effectiveness of controls, including those related to the reliability of values reported by fund managers, the relevance of asset class benchmark returns, and the completeness and accuracy of unobservable inputs related to the underlying assets of the [removed: funds.][added: funds, including certain controls for which the control design was modified following the transition of the UPS Group Trust’s investment management function to Goldman Sachs.]
- For [removed: certain] [added: a selection of] investments, we [added: evaluated certain inputs and recalculated ending values in accordance with management’s processes and] confirmed directly with the respective fund manager its preliminary estimate of the fund’s NAV as of December 31, [removed: 2023.][added: 2024.]
[removed: February 20, 2024][added: | 2024 | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |
| Cash and cash equivalents | | | $ | [removed: 3,206] [added: 6,112] | | | | | $ | [removed: 5,602] [added: 3,206] | |
| Marketable securities | | | [removed: 2,866] [added: 206] | | | | | | [removed: 1,993] [added: 2,866] | | |
| Accounts receivable | | | [removed: 11,342] [added: 11,007] | | | | | | [removed: 12,729] [added: 11,342] | | |
| Less: Allowance for credit losses | | | [removed: (126)] [added: (136)] | | | | | | [removed: (146)] [added: (126)] | | |
| Accounts receivable, net | | | [removed: 11,216] [added: 10,871] | | | | | | [removed: 12,583] [added: 11,216] | | |
| Other current assets | | | [removed: 2,125] [added: 2,121] | | | | | | [removed: 2,039] [added: 2,125] | | |
| Total Current Assets | | | [removed: 19,413] [added: 19,310] | | | | | | [removed: 22,217] [added: 19,413] | | |
| Property, Plant and Equipment, Net | | | [removed: 36,945] [added: 37,179] | | | | | | [removed: 34,719] [added: 36,945] | | |
| Operating Lease Right-Of-Use Assets | | | [removed: 4,308] [added: 4,149] | | | | | | [removed: 3,755] [added: 4,308] | | |
| [Notes to Consolidated Financial Statements](#ic898c058b5624d8ab283092902191392_139) | | | [70](#ic898c058b5624d8ab283092902191392_139) | | |
| [Note 8—Acquisitions and Dispositions](#ic898c058b5624d8ab283092902191392_163) | | | [101](#ic898c058b5624d8ab283092902191392_163) | | |
| [Note 11—Leases](#ic898c058b5624d8ab283092902191392_172) | | | [111](#ic898c058b5624d8ab283092902191392_172) | | |
| [Note 12—Shareowners’ Equity](#ic898c058b5624d8ab283092902191392_175) | | | [114](#ic898c058b5624d8ab283092902191392_175) | | |
| [Note 15—Income Taxes](#ic898c058b5624d8ab283092902191392_187) | | | [128](#ic898c058b5624d8ab283092902191392_187) | | |
| [Note 18—Transformation Strategy Costs](#ic898c058b5624d8ab283092902191392_196) | | | [138](#ic898c058b5624d8ab283092902191392_196) | | |
February 18, 2025
| Compensation and benefits | | | 48,093 | | | | | | 47,092 | | | | | | 47,724 | | |
| Purchased transportation | | | 13,589 | | | | | | 13,640 | | | | | | 17,666 | | |
| Other expenses | | | 7,888 | | | | | | 8,097 | | | | | | 7,920 | | |
| Interest expense | | | (866) | | | | | | (787) | | | | | | (704) | | |
| Net Income | | | $ | 5,782 | | | | | $ | 6,708 | | | | | $ | 11,548 | |
| Net income | | | $ | 5,782 | | | | | $ | 6,708 | | | | | $ | 11,548 | |
| Depreciation and amortization | | | 3,609 | | | | | | 3,366 | | | | | | 3,188 | | |
- Purchased transportation decreased by $11 and $9 million for 2023 and 2022, respectively.
The amounts for 2024 were not reported under this legacy basis but are also immaterial.
As of December 31, 2024, we did not have any restricted cash.
As of December 31, 2023, we had $37 million of restricted cash that was primarily related to cash we had agreed to deposit in connection with a previously disclosed challenge by Italian tax authorities to the deductibility of Value Added Tax payments by UPS to certain third-party service providers.
We designated additional amounts as restricted cash during the first quarter of 2024 and, during the second quarter of 2024, we
made a voluntary payment, including interest, of approximately $94 million to settle this matter and recorded a corresponding charge against income which is reflected in *Other expenses* in our statements of consolidated income.
We evaluate long-lived assets within our global small package operations at a network level given the cash flows associated with individual assets therein are not independent.
During the first quarter of 2025, we entered into an agreement in principle with our largest customer that will provide for a significant reduction in their volume.
In connection therewith, we will be reconfiguring our U.S. network and expect this reconfiguration to lead to a reduction in the number of buildings, vehicles and aircraft in our network.
We are not yet able to identify the specific assets which will be impacted by these actions; however, it is reasonably possible that revisions to our estimates of the useful life and salvage values of certain of our long-lived assets will accelerate depreciation expense and charges related to early retirements may be recognized during future periods.
| | | | 2024 | | | | | | 2023 | | |
We paid $114 million to transfer a portfolio of claims for which we carried reserves of $114 million.
For awards with a performance-based condition, expense is recognized based on probability of performance achievement.
Certain investments described further in note 5, that do not have a readily determinable fair value, are measured at net asset value ("NAV") using NAV as a practical expedient or an equivalent developed consistent with the measurement principles in Accounting Standards Codification Topic 820.
Plan assets that are measured using NAV as a practical expedient are excluded from the fair value hierarchy.
In November 2023, the FASB issued an ASU on segment reporting.
Effective December 31, 2024, we adopted this ASU retrospectively for all prior periods presented.
See note 14 for our segment disclosures.
In November 2024, the FASB issued an ASU on expense disaggregation disclosures, which will require tabular disclosure in the notes to financial statements for specific expense categories.
This ASU provides for additional expense disclosures.
NOTE 2.
| Cargo & Other | | | 569 | | | | | | 247 | | | | | | 402 | | |
| Other | | | 1,569 | | | | | | 1,461 | | | | | | 1,735 | | |
As of the fourth quarter of 2024, based on a change in our management reporting structure, U.S. Air Cargo revenue is presented within our U.S. Domestic Package segment and prior periods have been recast.
Refer to note 14 for further information.
market sectors.
| [Note 8—Acquisitions](#ifcfd3c808065412fa89687f089fe8843_160) | | | [98](#ifcfd3c808065412fa89687f089fe8843_160) | | |
| [Note 11—Leases](#ifcfd3c808065412fa89687f089fe8843_169) | | | [107](#ifcfd3c808065412fa89687f089fe8843_169) | | |
| [Note 12—Shareowners’ Equity](#ifcfd3c808065412fa89687f089fe8843_172) | | | [110](#ifcfd3c808065412fa89687f089fe8843_172) | | |
| [Note 15—Income Taxes](#ifcfd3c808065412fa89687f089fe8843_184) | | | [121](#ifcfd3c808065412fa89687f089fe8843_184) | | |
| Purchased transportation | | | 13,651 | | | | | | 17,675 | | | | | | 19,079 | | |
| Other expenses | | | 8,090 | | | | | | 7,915 | | | | | | 7,470 | | |
- *Repairs and maintenance* increased by $363, $369 and $326 million for 2023, 2022 and 2021, respectively.
As of December 31, 2023, we had $37 million of restricted cash related to certain tax and regulatory matters and acquisitions.
We had no restricted cash as of December 31, 2022.
When performing impairment tests of indefinite-lived intangible assets, we use a combination of income- and market-based approaches to estimate fair value.
If the carrying value of the indefinite-lived asset exceeds its estimated fair value, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value.
We paid $341 million to transfer a portfolio of claims for which we carried reserves of $332 million, recognizing a pre-tax loss of $9 million that was recorded in *Other expenses* in the statement of consolidated income for the year ended December 31, 2022.
The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform and can generally be applied through December 31, 2024.
As of December 31, 2023, we have transitioned our affected debt instruments and contracts to an alternative reference rate, the Secured Overnight Financing Rate ("SOFR"), which was adopted in accordance with recommendations of the Alternative Reference Rates Committee.
In September 2022, the FASB issued an ASU to enhance the disclosure of supplier finance programs.
This ASU did not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.
We adopted the requirements of this ASU as of January 1, 2023.
We are evaluating the impact of this ASU on our disclosures.
We will be required to define significant segment expense categories and we anticipate providing additional qualitative information in accordance with this ASU.
| U.S. Domestic Package | | | $ | 59,958 | | | | | $ | 64,209 | | | | | $ | 60,317 | |
| Freight | | | — | | | | | | — | | | | | | 1,064 | | |
| Other | | | 1,708 | | | | | | 2,137 | | | | | | 1,726 | | |
| Supply Chain Solutions | | | $ | 13,169 | | | | | $ | 16,431 | | | | | $ | 17,429 | |
Our allowance for expected credit losses decreased by $20 million during 2023 as lower volumes decreased our total accounts receivable balance.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2,864 | | | | | | 2,862 | | |
| | | | $ | 2,868 | | | | | $ | 2,866 | |
In 2022, we invested $252 million in the parent company of CommerceHub, Inc., a software provider connecting retailers and brands with marketplaces, drop ship solutions and delivery providers.
We determined there is no amortizable basis difference between the purchase price for our investment and the underlying books and records of the investee.
| Corporate debt securities | | | — | | | | | | 1,466 | | | | | | — | | | | | | 1,466 | | |
| Total marketable securities | | | 279 | | | | | | 1,714 | | | | | | — | | | | | | 1,993 | | |
| Total | | | $ | 279 | | | | | $ | 1,732 | | | | | $ | — | | | | | $ | 2,011 | |
| | | | 71,515 | | | | | | 67,430 | | |
In 2022, we reduced the estimated residual value of our MD-11 aircraft to zero, incurring a one-time charge on our fully-depreciated aircraft.
This resulted in an increase in depreciation expense of $76 million, and a decrease in net income of $58 million, or $0.07 per share on a basic and diluted basis, for the year ended December 31, 2022.
The change in estimate for the remainder of our MD-11 fleet is being accounted for over the remaining useful lives.
In the third quarter of 2023, our Teamsters employees ratified a new five-year national master agreement that contained wage and benefit rate increases for Teamsters employees in the UPS Pension Plan and UPS/IBT Full-Time Employee Pension Plan.
The impacts of these increases were recognized as part of the year end measurement of these plans.
An excerpt. Shown here: 40 of 834 rewritten, 40 of 444 added and 40 of 272 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
6 rewritten, 1 added, 2 removed, 26 unchanged
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based on the criteria for effective internal control over financial reporting established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, management has assessed our internal control over financial reporting as effective as of December 31, [removed: 2023.][added: 2024.]
The independent registered public accounting firm of Deloitte & Touche LLP, as auditors of the consolidated balance sheets of United Parcel Service, Inc. and its subsidiaries as of December 31, [removed: 2023] [added: 2024] and the related statements of consolidated income, consolidated comprehensive income and consolidated cash flows for the year ended December 31, [removed: 2023,] [added: 2024,] has issued an attestation report on our internal control over financial reporting, which is included herein.
We have audited the internal control over financial reporting of United Parcel Service, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 20, 2024,] [added: 18, 2025,] expressed an unqualified opinion on those financial statements.
February 18, 2025
We continue to monitor and assess the effects of remote and hybrid work on our internal controls to minimize the impact on their design and operating effectiveness.
February 20, 2024
Item 10. Directors, Executive Officers and Corporate Governance
8 rewritten, 2 added, 3 removed, 8 unchanged
| Carol B.Tomé Chief Executive Officer | | | | | | [removed: 67] [added: 68] | | | | | | Chief Executive Officer (2020 - present), Chief Financial Officer, The Home Depot, Inc. (2001 - 2019). | | |
| Norman M. Brothers, Jr. Executive Vice President; Chief Legal and Compliance Officer and Corporate Secretary | | | | | | [removed: 56] [added: 57] | | | | | | Chief Legal and Compliance Officer and Corporate Secretary (2020 - present), Senior Vice President, General Counsel and Corporate Secretary (2016 - 2020). | | |
| Nando Cesarone Executive Vice President; President, U.S. | | | | | | [removed: 52] [added: 53] | | | | | | President, U.S. (2020 - present), President, UPS International (2018 - 2020), Europe Region Manager (2016 - 2018). | | |
| Darrell Ford Executive Vice President; Chief Human Resources Officer [removed: and Chief Diversity, Equity and Inclusion Officer] | | | | | | [removed: 59] [added: 60] | | | | | | Chief Human Resources Officer [removed: and Chief Diversity, Equity and Inclusion Officer (2022 - present), Chief Human Resources Officer] (2021 - [removed: 2022),] [added: Present),] Chief Human Resources Officer, DuPont (2018 - 2020), Chief Human Resources Officer, Xerox Corporation (2015 - 2018). | | |
| Matt Guffey Executive Vice President; Chief Commercial and Strategy Officer | | | | | | [removed: 45] [added: 46] | | | | | | Chief Commercial and Strategy Officer [removed: (present),] [added: (2024 - present),] Senior Vice President, Global Strategy (2020 - 2023), President, Corporate Strategy (2020), Marketing Department Manager (2019 - 2020), Product [removed: Management] Senior Director [removed: (2018).] [added: (2016 - 2018).] | | |
| Kate M. Gutmann Executive Vice President; President International, Healthcare and Supply Chain Solutions | | | | | | [removed: 55] [added: 56] | | | | | | President International, Healthcare and Supply Chain Solutions (2022 - present), Chief Sales and Solutions Officer, Executive Vice President, UPS Global Healthcare (2020 - 2022), Chief Sales and Solutions Officer; Senior Vice President The UPS Store and UPS Capital (2017 - 2019). | | |
| Bala Subramanian Executive Vice President; Chief Digital and Technology Officer | | | | | | [removed: 52] [added: 53] | | | | | | Chief Digital and Technology Officer (2022 - present), Chief Digital Officer, AT&T Inc. (2018 - 2022), Chief Digital Officer, Best Buy Co., Inc. (2017 - 2018). | | |
Information about our directors will be presented under the caption "Our Board of Directors" in our definitive proxy statement for our meeting of shareowners to be held on May [removed: 2, 2024] [added: 8, 2025] (the "Proxy Statement") and is incorporated herein by reference.
| Brian Dykes Executive Vice President; Chief Financial Officer | | | | | | 47 | | | | | | Chief Financial Officer (2024 - present), Senior Vice President, Global Finance and Planning (2023 – 2024), Senior Vice President, Treasury and Global Capital Markets (2020 – 2023), Vice President, Mergers & Acquisitions (2016 – 2020) | | |
Information about our policies and procedures regarding insider trading will be presented in our Proxy Statement under the caption “Corporate Governance – Insider Trading Policy” and is incorporated by reference herein.
| | | | | | | | | | | | | | | |
| Laura Lane Executive Vice President; Chief Corporate Affairs, Communications and Sustainability Officer | | | | | | 57 | | | | | | Chief Corporate Affairs, Communications and Sustainability Officer (2020 - present), Chief Corporate Affairs and Communications Officer (August 2020 - October 2020), President, Global Public Affairs (2011 - 2020). | | |
| Brian Newman Executive Vice President; Chief Financial Officer | | | | | | 55 | | | | | | Chief Financial Officer (2021 - present), Chief Financial Officer and Treasurer (2019 - 2021), Executive Vice President, Finance and Operations, Latin America, PepsiCo, Inc. (2017 - 2019). | | |
Item 11. Executive Compensation
0 rewritten, 1 added, 0 removed, 1 unchanged
Information about our policies and procedures regarding the timing of equity incentive awards in relation to the disclosure of material, non-public information will be presented in our Proxy Statement under the caption “Other Compensation and Governance Policies - Equity Grant Practices” and is incorporated by reference herein.
Item 16. Form 10-K Summary
90 rewritten, 2 added, 2 removed, 136 unchanged
| 3.1 | | | — | | | [Restated Certificate of Incorporation of United Parcel Service, Inc. (incorporated by reference to Exhibit 3.3 to Form 8-K filed on May 12, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1090727/000095012310048282/g23383exv3w3.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1090727/000095012310048282/g23383exv3w3.htm)] | | |
| 3.2 | | | — | | | [Amended and Restated Bylaws of United Parcel Service, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm) [(incorporated] [added: Inc. (incorporated] by reference to Exhibit 3.1 to Form 8-K, filed [removed: on](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm) [May](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)[9](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)[23](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)] [added: on May 9, 2023).](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000029/exhibit31-upsbylawamendmen.htm)] | | |
| 4.1 | | | — | | | [Indenture dated as of December 18, 1997 (incorporated by reference to Exhibit T-3C to Form T-3 (No. 022-22295), filed on December 18, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/809697/0000950109-97-007591.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/809697/0000950109-97-007591.txt)] (1). | | |
| 4.2 | | | — | | | [Indenture dated as of January 26, 1999 (incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to Form S-3 (No. 333-08369), filed on January 26, [removed: 1999)](http://www.sec.gov/Archives/edgar/data/809697/0000931763-99-000191.txt)] [added: 1999)](https://www.sec.gov/Archives/edgar/data/809697/0000931763-99-000191.txt)] (1). | | |
| 4.3 | | | — | | | [Form of First Supplemental Indenture to Indenture dated as of January 26, 1999 (incorporated by reference to Exhibit 4.2 to Post-Effective Amendment No. 1 to Form S-3 (No. 333-08369-01), filed on March 15, [removed: 2000).](http://www.sec.gov/Archives/edgar/data/1090727/000093176300000523/0000931763-00-000523.txt)] [added: 2000).](https://www.sec.gov/Archives/edgar/data/1090727/000093176300000523/0000931763-00-000523.txt)] | | |
| 4.4 | | | — | | | [Second Supplemental Indenture dated as of September 21, 2001 to Indenture dated as of January 26, 1999 (incorporated by reference to Exhibit 4 to Form 10-Q for the quarter ended September 30, [removed: 2001).](http://www.sec.gov/Archives/edgar/data/1090727/000109072701500013/exhibit1.txt)] [added: 2001).](https://www.sec.gov/Archives/edgar/data/1090727/000109072701500013/exhibit1.txt)] | | |
| 4.5 | | | — | | | [Indenture dated as of August 26, 2003 (incorporated by reference to Exhibit 4.1 to Form S-3 (No. 333-108272), filed on August 27, [removed: 2003).](http://www.sec.gov/Archives/edgar/data/1090727/000095014403010397/g84391exv4w1.txt)] [added: 2003).](https://www.sec.gov/Archives/edgar/data/1090727/000095014403010397/g84391exv4w1.txt)] | | |
| 4.6 | | | — | | | [First Supplemental Indenture dated as of November 15, 2013 to Indenture dated as of August 26, 2003 (incorporated by reference to Exhibit 4.2 to Form S-3ASR (No. 333-192369), filed on November 15, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1090727/000109072713000037/exhibit42-supplementalinde.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1090727/000109072713000037/exhibit42-supplementalinde.htm)] | | |
| 4.7 | | | — | | | [Second Supplemental Indenture dated as of May 18, 2017 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on May 18, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517175411/d362052dex41.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517175411/d362052dex41.htm)] | | |
| 4.10 | | | — | | | [Form of 6.20% Senior Notes due January 15, 2038 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on January 15, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1090727/000119312508006773/dex43.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1090727/000119312508006773/dex43.htm)] | | |
| 4.11 | | | — | | | [Form of 4.875% Senior Notes due November 15, 2040 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 12, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1090727/000119312510258199/dex42.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1090727/000119312510258199/dex42.htm)] | | |
| 4.12 | | | — | | | [Form of 3.625% Senior Notes due October 1, 2042 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on September 27, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1090727/000119312512405941/d416318dex43.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1090727/000119312512405941/d416318dex43.htm)] | | |
| 4.13 | | | — | | | [Form of Floating Rate Senior Notes due December 15, 2064 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on December 15, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1090727/000119312514442762/d838327dex41.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/1090727/000119312514442762/d838327dex41.htm)] | | |
| 4.14 | | | — | | | [Form of Floating Rate Senior Notes due September 15, 2065 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on September 17, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1090727/000119312515322556/d52470dex41.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1090727/000119312515322556/d52470dex41.htm)] | | |
| 4.15 | | | — | | | [Form of 1.625% Senior Notes due November 15, 2025 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 20, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1090727/000119312515383705/d20065dex42.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1090727/000119312515383705/d20065dex42.htm)] | | |
| 4.16 | | | — | | | [Form of Floating Rate Senior Notes due March 15, 2066 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on April 1, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1090727/000119312516528112/d156911dex41.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1090727/000119312516528112/d156911dex41.htm)] | | |
| 4.17 | | | — | | | [Form of 2.40% Senior Notes Due November 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on October 25, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex42.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex42.htm)] | | |
| 4.18 | | | — | | | [Form of 3.40% Senior Notes Due November 2046 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on October 25, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex43.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex43.htm)] | | |
| 4.19 | | | — | | | [Form of 1.00% Senior Notes Due November 2028 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on October 25, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex41.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1090727/000119312516745537/d247146dex41.htm)] | | |
| 4.20 | | | — | | | [Form of Floating Rate Senior Notes due March 15, 2067 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517106751/d369888dex41.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517106751/d369888dex41.htm)] | | |
| 4.21 | | | — | | | [Form [removed: of 2.125%] [added: of](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm) [5.150](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[%] Senior Notes [removed: due May 21, 2024 (incorporated] [added: due](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[34](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm) [(incorporated] by reference to Exhibit [removed: 4.2 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm) [to] Form 8-K, filed on [removed: May 18, 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517175411/d362052dex42.htm)] [added: May](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm) [22](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[24](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-1.htm)] | | |
| 4.22 | | | — | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm) [4](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[875](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[%] [added: of 4.875%] Senior Notes [removed: due](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm) [20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[3] [added: due 2033] (incorporated by reference to Exhibit 4.1 to Form 8-K, filed [removed: on](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm) [February](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[27](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[23](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)] [added: on February 27, 2023).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex41.htm)] | | |
| 4.23 | | | — | | | [Form of 1.500% Senior Notes due November 15, 2032 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 13, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517341108/d442730dex42.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517341108/d442730dex42.htm)] | | |
| 4.24 | | | — | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm) [5.050%](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm) [Notes due](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm) [20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[3] [added: of 5.050% Notes due 2053] (incorporated by reference to Exhibit 4.2 to Form 8-K, filed [removed: on](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm) [February](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[27](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[23](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)] [added: on February 27, 2023).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523050804/d466921dex42.htm)] | | |
| 4.25 | | | — | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm) [Floating] [added: of Floating] Rate [removed: Senior](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[Notes due](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm) [20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[7](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[3] [added: Senior Notes due 2073] (incorporated by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm) [to] [added: 4.1 to] Form 8-K, filed [removed: on](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm) [March 7](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[23](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)] [added: on March 7, 2023).](https://www.sec.gov/Archives/edgar/data/1090727/000119312523062960/d468023dex41.htm)] | | |
| [removed: 4.26] [added: 4.27] | | | — | | | [Form of [removed: 2.800%] [added: 3.050%] Senior Notes due November 15, [removed: 2024] [added: 2027] (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to Form 8-K, filed on November 14, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex45.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex46.htm)] | | |
| [removed: 4.27] [added: 4.28] | | | — | | | [Form of [removed: 3.050%] [added: 3.750%] Senior Notes due November 15, [removed: 2027] [added: 2047] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.7] to Form 8-K, filed on November 14, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex46.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex47.htm)] | | |
| [removed: 4.28] [added: 4.29] | | | — | | | [Form of [removed: 3.750%] [added: Floating Rate] Senior Notes due November 15, [removed: 2047] [added: 2067] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.8] to Form 8-K, filed on November 14, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex47.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex48.htm)] | | |
| [removed: 4.29] [added: 4.39] | | | — | | | [Form [removed: of Floating Rate Senior] [added: of](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm) [Floating Rate](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm) [Senior] Notes due [removed: November 15, 2067 (incorporated] [added: 20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[74](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm) [(incorporated] by reference to Exhibit [removed: 4.8 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm) [to] Form [removed: 8-K,] [added: 8-K] filed on [removed: November 14, 2017).](http://www.sec.gov/Archives/edgar/data/1090727/000119312517342753/d497986dex48.htm)] [added: Ma](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[y](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm) [2](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[8](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000110465924065573/tm2414806d8_ex4-1.htm)] | | |
| 4.30 | | | — | | | [Form of 3.400% Senior Notes due March 15, 2029 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on March 15, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1090727/000119312519076691/d723791dex41.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1090727/000119312519076691/d723791dex41.htm)] | | |
| 4.31 | | | — | | | [Form of 4.250% Senior Notes due March 15, 2049 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on March 15, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1090727/000119312519076691/d723791dex42.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1090727/000119312519076691/d723791dex42.htm)] | | |
| [removed: 4.32] [added: 4.33] | | | — | | | [Form of [removed: 2.200%] [added: 2.500%] Senior Notes due September 1, [removed: 2024] [added: 2029] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Form 8-K filed on August 16, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1090727/000119312519223579/d772968dex41.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1090727/000119312519223579/d772968dex42.htm)] | | |
| [removed: 4.33] [added: 4.34] | | | — | | | [Form of [removed: 2.500%] [added: 3.400%] Senior Notes due September 1, [removed: 2029] [added: 2049] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Form 8-K filed on August 16, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1090727/000119312519223579/d772968dex42.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1090727/000119312519223579/d772968dex43.htm)] | | |
| [removed: 4.34] [added: 4.37] | | | — | | | [Form of [removed: 3.400%] [added: 5.200%] Senior Notes due [removed: September 1, 2049] [added: 2040] (incorporated by reference to Exhibit 4.3 to Form 8-K filed on [removed: August 16, 2019).](http://www.sec.gov/Archives/edgar/data/1090727/000119312519223579/d772968dex43.htm)] [added: March 25, 2020).](https://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex43_19.htm)] | | |
| 4.35 | | | — | | | [Form of 3.900% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 25, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex41_16.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex41_16.htm)] | | |
| 4.36 | | | — | | | [Form of 4.450% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 25, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex42_20.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex42_20.htm)] | | |
| [removed: 4.37] [added: 4.38] | | | — | | | [Form of [removed: 5.200%] [added: 5.300%] Senior Notes due [removed: 2040] [added: 2050] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Form 8-K filed on March 25, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex43_19.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex44_17.htm)] | | |
| [removed: 4.38] [added: 4.26] | | | — | | | [Form [removed: of 5.300%] [added: of](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm) [5.500](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[%] Senior Notes [removed: due 2050] [added: due](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm) [20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[5](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[4] (incorporated by reference to Exhibit [removed: 4.4 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[2](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm) [to] Form [removed: 8-K] [added: 8-K,] filed [removed: on March 25, 2020).](http://www.sec.gov/Archives/edgar/data/1090727/000156459020012646/ups-ex44_17.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm) [May](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm) [](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[22](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[24](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-2.htm)] | | |
| [removed: 4.39] [added: 4.40] | | | — | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm)[.](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm) [(incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm) [to Form](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm) [10](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm)[\-K](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm) [f](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm)[or the year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/1090727/000109072724000008/ups-12312023xexhibit439.htm)] | | |
| 10.1 | | | — | | | [UPS Retirement Plan Amendment and Restatement Effective January 1, 2014 (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, [removed: 2014).*](http://www.sec.gov/Archives/edgar/data/1090727/000109072715000008/ups-12312014xexhibit101.htm)] [added: 2014).*](https://www.sec.gov/Archives/edgar/data/1090727/000109072715000008/ups-12312014xexhibit101.htm)] | | |
| 4.32 | | | — | | | [Form of](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) [5.6](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm)[00% Senior Notes due](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) [2064](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm)[3](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) [to Form 8-K filed on](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) [May 22](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm)[24](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm)[).](https://www.sec.gov/Archives/edgar/data/1090727/000110465924064258/tm2414806d7_ex4-3.htm) | | |
| 10.21 | | | — | | | [Amended and Restated UPS 401(k) Savings Plan, effective as of January 1, 2025](https://www.sec.gov/Archives/edgar/data/1090727/000109072725000019/ups-exhibit1021.htm) | | |
| 10.20 | | | — | | | [Retention Arrangement Letter between UPS and Kate Gutmann, dated April 15, 2020 (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2020).*](https://www.sec.gov/Archives/edgar/data/1090727/000109072721000013/ups-12312020xexhibit1021.htm) | | |
| 10.23 | | | — | | | [UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions, effective as of March 22, 2023 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2023).*](https://www.sec.gov/Archives/edgar/data/1090727/000109072723000025/ups-03312023xex103.htm) | | |
An excerpt. Shown here: 40 of 90 rewritten, all 2 added and all 2 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2024 filing and the FY2023 filing.