Item 1. Financial Statements

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Item 1. Financial Statements

UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30, 2024 (unaudited) and December 31, 2023 (in millions)


	September 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	5,855	$	3,206
Marketable securities	205		2,866
Accounts receivable	9,323		11,342
Less: Allowance for credit losses	(128)		(126)
Accounts receivable, net	9,195		11,216
Other current assets	2,009		2,125
Total Current Assets	17,264		19,413
Property, Plant and Equipment, Net	37,389		36,945
Operating Lease Right-Of-Use Assets	4,129		4,308
Goodwill	4,411		4,872
Intangible Assets, Net	3,108		3,305
Deferred Income Tax Assets	125		126
Other Non-Current Assets	1,837		1,888
Total Assets	$	68,263	$	70,857
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
Current maturities of long-term debt, commercial paper and finance leases	$	1,606	$	3,348
Current maturities of operating leases	699		709
Accounts payable	5,410		6,340
Accrued wages and withholdings	3,527		3,224
Self-insurance reserves	1,307		1,320
Accrued group welfare and retirement plan contributions	1,239		1,479
Other current liabilities	1,293		1,256
Total Current Liabilities	15,081		17,676
Long-Term Debt and Finance Leases	20,324		18,916
Non-Current Operating Leases	3,613		3,756
Pension and Postretirement Benefit Obligations	5,384		6,159
Deferred Income Tax Liabilities	3,761		3,772
Other Non-Current Liabilities	3,216		3,264
Shareowners' Equity:
Class A common stock (122 and 127 shares issued in 2024 and 2023, respectively)	2		2
Class B common stock (731 and 726 shares issued in 2024 and 2023, respectively)	7		7
Additional paid-in capital	—		—
Retained earnings	20,552		21,055
Accumulated other comprehensive loss	(3,704)		(3,758)
Deferred compensation obligations	6		9
Less: Treasury stock (0.1 and 0.2 shares in 2024 and 2023, respectively)	(6)		(9)
Total Equity for Controlling Interests	16,857		17,306
Noncontrolling interests	27		8
Total Shareowners' Equity	16,884		17,314
Total Liabilities and Shareowners' Equity	$	68,263	$	70,857

See notes to unaudited, consolidated financial statements.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

(In millions, except per share amounts)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
2024			2023			2024			2023
Revenue	$	22,245		$	21,061		$	65,769		$	66,041
Operating Expenses:
Compensation and benefits	11,955			11,528			35,097			34,188
Repairs and maintenance	713			719			2,165			2,126
Depreciation and amortization	905			837			2,690			2,499
Purchased transportation	3,375			3,114			9,894			9,826
Fuel	1,068			1,132			3,254			3,493
Other occupancy	517			481			1,573			1,490
Other expenses	1,727			1,907			5,554			5,755
Total Operating Expenses	20,260			19,718			60,227			59,377
Operating Profit	1,985			1,343			5,542			6,664
Other Income (Expense):
Investment income and other	155			124			410			424
Interest expense	(230)			(199)			(637)			(578)
Total Other Income (Expense)	(75)			(75)			(227)			(154)
Income Before Income Taxes	1,910			1,268			5,315			6,510
Income Tax Expense	371			141			1,254			1,407
Net Income	$	1,539		$	1,127		$	4,061		$	5,103
Basic Earnings Per Share	$	1.80		$	1.31		$	4.74		$	5.93
Diluted Earnings Per Share	$	1.80		$	1.31		$	4.74		$	5.92

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net Income	$	1,539	$	1,127	$	4,061	$	5,103
Change in foreign currency translation adjustment, net of tax	211		(96)		28		4
Change in unrealized gain (loss) on marketable securities, net of tax	2		(2)		1		(11)
Change in unrealized gain (loss) on cash flow hedges, net of tax	(139)		111		(63)		(46)
Change in unrecognized pension and postretirement benefit costs, net of tax	29		21		88		62
Comprehensive Income	$	1,642	$	1,161	$	4,115	$	5,112

See notes to unaudited, consolidated financial statements.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions, unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash Flows From Operating Activities:
Net income	$	4,061	$	5,103
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	2,690		2,499
Pension and postretirement benefit expense	774		729
Pension and postretirement benefit contributions	(1,434)		(1,363)
Self-insurance reserves	14		81
Deferred tax (benefit) expense	24		327
Stock compensation (benefit) expense	(21)		186
Other (gains) losses	61		89
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable	1,395		2,880
Other assets	116		(252)
Accounts payable	(829)		(2,058)
Accrued wages and withholdings	348		(155)
Other liabilities	(335)		(157)
Other operating activities	(57)		(82)
Net cash from operating activities	6,807		7,827
Cash Flows From Investing Activities:
Capital expenditures	(2,811)		(3,109)
Proceeds from disposal of businesses, property, plant and equipment	1,070		167
Purchases of marketable securities	(52)		(3,347)
Sales and maturities of marketable securities	2,725		2,397
Acquisitions, net of cash acquired	(66)		(39)
Other investing activities	(26)		2
Net cash (used in) from investing activities	840		(3,929)
Cash Flows From Financing Activities:
Net change in short-term debt	(1,272)		415
Proceeds from long-term borrowings	2,785		2,546
Repayments of long-term borrowings	(1,944)		(1,625)
Purchases of common stock	(500)		(2,250)
Issuances of common stock	184		190
Dividends	(4,049)		(4,034)
Other financing activities	(207)		(427)
Net cash (used in) from financing activities	(5,003)		(5,185)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	5		(4)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	2,649		(1,291)
Cash, Cash Equivalents and Restricted Cash:
Beginning of period	3,206		5,602
End of period	$	5,855	$	4,311

See notes to unaudited, consolidated financial statements.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Principles of Consolidation

The accompanying unaudited, consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited, consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly our financial position as of September 30, 2024, our results of operations for the three and nine months ended September 30, 2024 and 2023, and our cash flows for the nine months ended September 30, 2024 and 2023. The results reported in these unaudited, consolidated financial statements should not be regarded as indicative of results that may be expected for any other period or the entire year. The unaudited, consolidated financial statements should be read in conjunction with the audited, consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Fair Value of Financial Instruments

The carrying amounts of our cash and cash equivalents, accounts receivable, finance receivables and accounts payable approximated fair value as of September 30, 2024 and December 31, 2023. The fair values of our marketable securities are disclosed in note 5, our recognized multiemployer pension withdrawal liabilities in note 7, our short- and long-term debt in note 9 and our derivative instruments in note 15. We apply a fair value hierarchy (Levels 1, 2 and 3) when measuring and reporting items at fair value. Fair values are based on listed market prices (Level 1), when such prices are available. To the extent that listed market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations (Level 2). If listed market prices or other relevant factors are not available, inputs are developed from unobservable data reflecting our own assumptions and include situations where there is little or no market activity for the asset or liability (Level 3).

Use of Estimates

The preparation of the accompanying unaudited, consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of these financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. As a result, our accounting estimates and assumptions may change significantly over time.

Supplier Finance Programs

As part of our working capital management, certain financial institutions offer a Supply Chain Finance ("SCF") program to certain of our suppliers. We agree to commercial terms with our suppliers, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SCF program. Suppliers issue invoices to us based on the agreed-upon contractual terms. If they participate in the SCF program, our suppliers, at their sole discretion, determine which invoices, if any, to sell to the financial institutions. Our suppliers' voluntary inclusion of invoices in the SCF program has no bearing on our payment terms. No guarantees are provided by us under the SCF program. We have no economic interest in a supplier's decision to participate, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

Amounts due to our suppliers that participate in the SCF program are included in Accounts payable in our consolidated balance sheets. We have been informed by the participating financial institutions that as of September 30, 2024 and December 31, 2023, suppliers sold them $473 and $504 million, respectively, of our outstanding payment obligations.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Restricted cash

As of September 30, 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.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Standards

Accounting pronouncements adopted during the periods covered by the unaudited, consolidated financial statements did not have a material impact on our consolidated financial position, results of operations, cash flows or internal controls.

Accounting Standards Issued But Not Yet Effective

In November 2023, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") on segment reporting, which will require new disclosures, including significant segment expenses and additional qualitative information about how segment measures are used by management. The standard becomes effective for us beginning with our 2024 annual reporting and for both annual and interim periods thereafter. 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 and quantitative information in accordance with this ASU. We do not expect this ASU to have a significant impact on our consolidated financial position, results of operations, cash flows or internal controls.

In December 2023, the FASB issued an ASU to enhance tax-related disclosures. This update will require more standardized categories for tax rate reconciliation and additional detail for significant tax items. It will also require a breakdown of income taxes paid by jurisdiction exceeding 5% of total taxes and remove certain disclosure requirements for unremitted foreign earnings and uncertain tax positions. The standard becomes effective for us in the first quarter of 2025. We are evaluating its impact on our financial statements, disclosures and internal controls but do not expect this ASU to have a significant impact on our consolidated financial position, results of operations, cash flows or internal controls.

Other accounting pronouncements issued before, but not effective until after, September 30, 2024, are not expected to have a material impact on our consolidated financial position, results of operations, cash flows or internal controls.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. REVENUE RECOGNITION

Revenue Recognition

Substantially all of our revenues are from contracts associated with the pickup, transportation and delivery of packages and freight ("transportation services"). These services may be carried out by or arranged by us and generally occur over a short period of time. Additionally, we provide value-added logistics services to customers through our global network of distribution centers and field stocking locations.

The vast majority of our contracts with customers are for transportation services that include only one performance obligation; the transportation services themselves. We generally recognize revenue over time, based on the extent of progress towards completion of the services in the contract. All of our major businesses act as a principal in their revenue arrangements and as such, we report revenue and the associated purchased transportation costs on a gross basis within our statements of consolidated income.

Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue:
Next Day Air	$	2,396	$	2,372	$	7,021	$	7,240
Deferred	1,109		1,128		3,372		3,491
Ground	10,945		10,160		32,410		32,312
U.S. Domestic Package	14,450		13,660		42,803		43,043

Domestic	771		742		2,299		2,299
Export	3,482		3,367		10,269		10,387
Cargo & Other	158		158		469		539
International Package	4,411		4,267		13,037		13,225

Forwarding	1,307		1,327		3,902		4,217
Logistics	1,550		1,430		4,638		4,271
Other	527		377		1,389		1,285
Supply Chain Solutions	3,384		3,134		9,929		9,773

Consolidated revenue	$	22,245	$	21,061	$	65,769	$	66,041

Contract Assets and Liabilities

Contract assets include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment only when services have been completed (i.e. shipments have been delivered). Amounts do not exceed their net realizable value. Contract assets are generally classified as current and the full balance is converted each quarter based on the short-term nature of the transactions.

Contract liabilities consist of advance payments and billings in excess of revenue as well as deferred revenue. Advance payments and billings in excess of revenue represent payments received from our customers that will be earned over the contract term. Deferred revenue represents the amount due from customers related to in-transit shipments that has not yet been recognized as revenue based on our selected measure of progress. We classify advance payments and billings in excess of revenue as either current or long-term, depending on the period over which the amount will be earned. We classify deferred revenue as current based on the short-term nature of the transactions. Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that deferred revenue balance.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Contract assets and liabilities as of September 30, 2024 and December 31, 2023 were as follows (in millions):


	Balance Sheet Location	September 30, 2024		December 31, 2023
Contract Assets:
Revenue related to in-transit packages	Other current assets	$	235	$	237

Contract Liabilities:
Short-term advance payments from customers	Other current liabilities	$	13	$	20
Long-term advance payments from customers	Other non-current liabilities	$	26	$	25

Accounts Receivable, Net

Accounts receivable, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. Losses on accounts receivable are recognized when reasonable and supportable forecasts affect the expected collectability. This requires us to make our best estimate of the current expected losses inherent in our accounts receivable at each balance sheet date. This estimate requires consideration of historical loss experience, adjusted for current conditions, forward looking indicators, trends in customer payment frequency and judgments about the probable effects of relevant observable data, including present and future economic conditions and the financial health of specific customers and market sectors. Our risk management process includes standards and policies for reviewing major account exposures and concentrations of risk.

Our allowance for credit losses as of September 30, 2024 and December 31, 2023 was $128 and $126 million, respectively. Amounts for credit losses charged to expense, before recoveries, during each of the three months ended September 30, 2024 and 2023 were $75 and $49 million, respectively, and during each of the nine months ended September 30, 2024 and 2023 were $211 and $133 million, respectively.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. STOCK-BASED COMPENSATION

We issue share-based awards under various incentive compensation plans, including non-qualified and incentive stock options, stock appreciation rights, restricted stock and stock units ("RSUs"), restricted performance shares and performance units ("RPUs", together with RSUs, "Restricted Units"). Upon vesting, Restricted Units result in the issuance of the equivalent number of UPS class A common shares after required tax withholdings. Dividends earned on Restricted Units are reinvested in additional Restricted Units at each dividend payable date until conversion to class A shares occurs.

Our primary equity compensation programs are the UPS Long-Term Incentive Performance Award program (the "LTIP") and the UPS Stock Option program. We also grant Restricted Units to our Board of Directors (the "Board") as a component of their annual compensation and, from time to time, to individual employees as a retention mechanism. Employees may elect to receive unrestricted shares of class A common stock under the UPS Management Incentive Award Program (the "MIP"), and we also maintain an employee stock purchase plan which allows eligible employees to purchase shares of UPS class A common stock at a discount.

Pre-tax compensation (benefit) expense for stock compensation awards recognized in Compensation and benefits in our statements of consolidated income for the three months ended September 30, 2024 and 2023 was $(24) and $21 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $(21) and $186 million, respectively.

Management Incentive Award Program

The MIP is an incentive-based compensation program, with awards based on annual Company performance. MIP awards are paid in cash, unless a participant elects to receive all or a portion of the award in unrestricted shares of class A common stock. As of September 30, 2024, the MIP was classified as a compensation obligation within Accrued wages and withholdings in our consolidated balance sheet.

Long-Term Incentive Performance Award Program

RPUs issued under the LTIP vest at the end of a three-year performance period, subject to continued employment with the Company (except in the case of death, disability or retirement, in which case immediate vesting occurs on a prorated basis). The actual number of RPUs earned is based on achievement of the performance targets established on the grant date.

The performance targets for outstanding awards are equally weighted between adjusted earnings per share and cumulative free cash flow. The final number of RPUs earned will then be subject to adjustment based on total shareholder return relative to the Standard & Poor's 500 Index. We determine the grant date fair value of RPUs using a Monte Carlo model and recognize compensation expense (less estimated forfeitures) ratably over the vesting period, based on the number of awards expected to be earned.

Based on the date of the Compensation and Human Capital Committee of the Board's approval of the 2024 LTIP award performance targets, we determined March 20, 2024 to be the award measurement date and each target RPU awarded was valued at $158.16.

The weighted-average assumptions used and the weighted-average fair values of the LTIP awards granted during the nine months ended 2024 and 2023 are as follows:


	2024			2023
Risk-free interest rate	4.45		%	3.81		%
Expected volatility	27.00		%	30.30		%
Weighted-average fair value of units granted	$	157.37		$	198.98
Share payout	102.18		%	107.80		%

There is no expected dividend yield as units earn dividend equivalents.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Non-Qualified Stock Options

We grant non-qualified stock options to a limited group of eligible senior management employees under the UPS Stock Option program. Stock option awards vest over a five-year period with approximately 20% of the award vesting at each anniversary of the grant date (except in the case of death, disability or retirement, in which case immediate vesting occurs). The option grants expire 10 years after the date of the grant. On March 20, 2024, we granted 0.2 million stock options at an exercise price of $154.76, the New York Stock Exchange closing price on that date.

The fair value of each option granted is estimated using a Black-Scholes option pricing model. The weighted-average assumptions used and the weighted-average fair values of options granted in 2024 and 2023 are as follows:


	2024			2023
Expected dividend yield	3.96		%	3.54		%
Risk-free interest rate	4.25		%	3.70		%
Expected life (in years)	6.13			5.93
Expected volatility	28.94		%	28.31		%
Weighted-average fair value of options granted	$	34.76		$	41.08

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. MARKETABLE SECURITIES AND NON-CURRENT INVESTMENTS

The following is a summary of marketable securities classified as trading and available for sale as of September 30, 2024 and December 31, 2023 (in millions):


	Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
September 30, 2024:
Current trading marketable securities:




Equity securities	$	3	$	—	$	—	$	3



Total trading marketable securities	3		—		—		3

Current available-for-sale securities:
U.S. government and agency debt securities	178		—		(1)		177
Mortgage and asset-backed debt securities	—		—		—		—
Corporate debt securities	25		—		—		25


Non-U.S. government debt securities	—		—		—		—


Total available-for-sale marketable securities	203		—		(1)		202

Total current marketable securities	$	206	$	—	$	(1)	$	205

	Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
December 31, 2023:
Current trading marketable securities:




Equity securities	$	4	$	—	$	—	$	4



Total trading marketable securities	4		—		—		4

Current available-for-sale securities:
U.S. government and agency debt securities	963		2		(4)		961
Mortgage and asset-backed debt securities	3		—		—		3
Corporate debt securities	1,891		4		(4)		1,891


Non-U.S. government debt securities	7		—		—		7


Total available-for-sale marketable securities	2,864		6		(8)		2,862

Total current marketable securities	$	2,868	$	6	$	(8)	$	2,866

Investment Impairments

We have concluded that no material impairment losses existed within marketable securities as of September 30, 2024. In making this determination, we considered the financial condition and prospects of each issuer, the magnitude of the losses compared with the cost, the probability that we will be unable to collect all amounts due according to the contractual terms of the security, the credit rating of the security and our ability and intent to hold these investments until the anticipated recovery in market value occurs.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Maturity Information

The amortized cost and estimated fair value of marketable securities as of September 30, 2024 by contractual maturity are shown below (in millions). Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations with or without prepayment penalties.


	Cost		Estimated Fair Value
Due in one year or less	$	123	$	122
Due after one year through three years	80		80
Due after three years through five years	—		—
Due after five years	—		—
	203		202
Equity securities	3		3
	$	206	$	205

Non-Current Investments

We hold non-current investments that are reported within Other Non-Current Assets in our consolidated balance sheets. Cash paid for these investments is included in Other investing activities in our statements of consolidated cash flows.

Equity method investments: Equity securities accounted for under the equity method had a carrying value of $308 and $295 million as of September 30, 2024 and December 31, 2023, respectively.
Other equity securities: Certain equity securities that do not have readily determinable fair values are reported in accordance with the measurement alternative in ASC Topic 321 Investments - Equity Securities. Equity securities accounted for under the measurement alternative had a carrying value of $47 million as of both September 30, 2024 and December 31, 2023.
Other investments: We hold an investment in a variable life insurance policy to fund benefits for the UPS Excess Coordinating Benefit Plan. The investment had a fair market value of $20 and $19 million as of September 30, 2024 and December 31, 2023, respectively.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

Marketable securities valued utilizing Level 1 inputs include active exchange-traded equity securities and equity index funds, and most U.S. government debt securities, as these securities all have quoted prices in active markets. Marketable securities valued utilizing Level 2 inputs include asset-backed securities, corporate bonds and municipal bonds. These securities are valued using market corroborated pricing, matrix pricing or other models that utilize observable inputs such as yield curves.

The following table presents information about our investments measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in millions):


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
September 30, 2024:
Marketable Securities:
U.S. government and agency debt securities	$	177	$	—	$	—	$	177
Mortgage and asset-backed debt securities	—		—		—		—
Corporate debt securities	—		25		—		25

Equity securities	—		3		—		3
Non-U.S. government debt securities	—		—		—		—


Total marketable securities	177		28		—		205
Other non-current investments(1)	—		20		—		20
Total	$	177	$	48	$	—	$	225

(1) Represents a variable life insurance policy funding benefits for the UPS Excess Coordinating Benefit Plan.



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2023:
Marketable Securities:
U.S. government and agency debt securities	$	961	$	—	$	—	$	961
Mortgage and asset-backed debt securities	—		3		—		3
Corporate debt securities	—		1,891		—		1,891

Equity securities	—		4		—		4

Non-U.S. government debt securities	—		7		—		7

Total marketable securities	961		1,905		—		2,866
Other non-current investments(1)	—		19		—		19
Total	$	961	$	1,924	$	—	$	2,885

(1) Represents a variable life insurance policy funding benefits for the UPS Excess Coordinating Benefit Plan.

There were no transfers of investments into or out of Level 3 during the nine months ended September 30, 2024 or 2023.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of September 30, 2024 and December 31, 2023 consisted of the following (in millions):


	2024		2023
Vehicles	$	11,901	$	11,768
Aircraft	23,659		22,888
Land	2,136		2,138
Buildings	6,702		6,255
Building and leasehold improvements	5,625		5,241
Plant equipment	18,315		17,322
Technology equipment	2,733		2,656
Construction-in-progress	2,374		3,247
	73,445		71,515
Less: Accumulated depreciation and amortization	(36,056)		(34,570)
Property, Plant and Equipment, Net	$	37,389	$	36,945

Property, plant and equipment purchased on account was $358 and $309 million as of September 30, 2024 and December 31, 2023, respectively.

There were no material impairment charges for the three or nine months ended September 30, 2024 or 2023.

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NOTE 7. EMPLOYEE BENEFIT PLANS

Company-Sponsored Benefit Plans

Information about the net periodic benefit cost for our company-sponsored pension and postretirement benefit plans for the three and nine months ended September 30, 2024 and 2023 is as follows (in millions):


	U.S. Pension Benefits						U.S. Postretirement Medical Benefits						International Pension Benefits
2024			2023			2024			2023			2024			2023
Three Months Ended September 30:
Service cost	$	309		$	293		$	5		$	5		$	10		$	11
Interest cost	644			627			27			29			16			16
Expected return on assets	(770)			(742)			(1)			(3)			(22)			(21)


Amortization of prior service cost	37			27			—			—			1			1



Net periodic benefit cost	$	220		$	205		$	31		$	31		$	5		$	7

	U.S. Pension Benefits						U.S. Postretirement Medical Benefits						International Pension Benefits
	2024			2023			2024			2023			2024			2023
Nine Months Ended September 30:
Service cost	$	929		$	879		$	15		$	15		$	32		$	33
Interest cost	1,932			1,881			81			87			50			49
Expected return on assets	(2,313)			(2,225)			(3)			(9)			(64)			(63)
Amortization of prior service cost	114			80			—			1			1			1


Net periodic benefit cost	$	662		$	615		$	93		$	94		$	19		$	20

Service cost and the remaining components of net periodic benefit cost are presented within Compensation and benefits and Investment income and other, respectively, in our statements of consolidated income.

During the nine months ended September 30, 2024, we contributed $1.2 billion and $189 million to our company-sponsored pension and U.S. postretirement medical benefit plans, respectively. We expect to contribute approximately $25 and $55 million over the remainder of the year to our company-sponsored pension and U.S. postretirement medical benefit plans, respectively.

Multiemployer Benefit Plans

We contribute to a number of multiemployer defined benefit and health and welfare plans under the terms of collective bargaining agreements that cover our union-represented employees. Our current collective bargaining agreements set forth the contribution rates to the plans that we participate in, and we are in compliance with these contribution rates.

As of September 30, 2024 and December 31, 2023, we had $806 and $813 million, respectively, recorded in Other Non-Current Liabilities in our consolidated balance sheets and $9 million as of both September 30, 2024 and December 31, 2023 recorded in Other current liabilities in our consolidated balance sheets associated with our previous withdrawal from the New England Teamsters and Trucking Industry Pension Fund. This liability is payable in equal monthly installments over a remaining term of approximately 38 years. Based on the borrowing rates currently available to us for long-term financing of a similar maturity, the fair value of this withdrawal liability as of September 30, 2024 and December 31, 2023 was $704 and $710 million, respectively. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability.

UPS was a contributing employer to the Central States Pension Fund ("CSPF") until 2007, at which time UPS withdrew from the CSPF. Under a collective bargaining agreement with the International Brotherhood of Teamsters ("IBT"), UPS agreed to provide coordinating benefits in the UPS/IBT Full Time Employee Pension Plan ("UPS/IBT Plan") for UPS participants whose last employer was UPS and who had not retired as of January 1, 2008 ("the UPS Transfer Group") in the event that benefits are reduced by the CSPF consistent with the terms of our withdrawal agreement with the CSPF. Under this agreement, benefits to the UPS Transfer Group cannot be reduced without our consent and can only be reduced in accordance with law.

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Subsequent to our withdrawal, the CSPF incurred extensive asset losses and indicated that it was projected to become insolvent. In such event, the CSPF benefits would be reduced to the legally permitted Pension Benefit Guaranty Corporation ("PBGC") limits, triggering the coordinating benefits provision in the collective bargaining agreement.

In 2021, the American Rescue Plan Act ("ARPA") was enacted into law. The ARPA contains provisions that allow for qualifying multiemployer pension plans to apply for special financial assistance ("SFA") from the PBGC, which will be funded by the U.S. government. Following SFA approval, a qualifying multiemployer pension plan will receive a lump sum payment to enable it to continue paying unreduced pension benefits through 2051. The multiemployer plan is not obligated to repay the SFA. The ARPA is intended to prevent both the PBGC and certain financially distressed multiemployer pension plans, including the CSPF, from becoming insolvent through 2051. The CSPF submitted an application for SFA that was approved in December 2022. In January 2023, $35.8 billion was paid to the CSPF by the PBGC.

We account for the potential obligation to pay coordinating benefits under ASC Topic 715, which requires us to provide a best estimate of various actuarial assumptions in measuring our pension benefit obligation at the December 31 measurement date. As of December 31, 2023, our best estimate of coordinating benefits that may be required to be paid by the UPS/IBT Plan after SFA funds have been exhausted was immaterial.

The value of our estimate for future coordinating benefits will continue to be influenced by a number of factors, including interpretations of the ARPA, future legislative actions, actuarial assumptions and the ability of the CSPF to sustain its long-term commitments. Actual events may result in a change in our best estimate of the projected benefit obligation. We will continue to assess the impact of these uncertainties in accordance with ASC Topic 715.

Collective Bargaining Agreements

We have approximately 310,000 employees in the U.S. employed under a national master agreement and various supplemental agreements with local unions affiliated with the IBT. These agreements are scheduled to expire on July 31, 2028.

We have approximately 10,000 employees in Canada employed under a collective bargaining agreement with the IBT which runs through July 31, 2025.

We have approximately 3,300 pilots who are employed under a collective bargaining agreement with the Independent Pilots Association. This collective bargaining agreement becomes amendable September 1, 2025.

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"). On July 21, 2024, the IAM ratified a new collective bargaining agreement that will expire on July 31, 2029.

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NOTE 8. GOODWILL AND INTANGIBLE ASSETS

The following table indicates the allocation of goodwill as of September 30, 2024 and December 31, 2023 (in millions):


	U.S. Domestic Package		International Package		Supply Chain Solutions		Consolidated
December 31, 2023:	$	847	$	503	$	3,522	$	4,872
Acquired	—		—		22		22

Currency / Other	—		4		(487)		(483)
September 30, 2024:	$	847	$	507	$	3,057	$	4,411

During the nine months ended September 30, 2024:

Within Supply Chain Solutions, goodwill decreased by $495 million in connection with the divestiture of our truckload brokerage business ("Coyote") as discussed in note 18.
We recorded an increase in goodwill of $16 million as part of purchase accounting allocations for our November 2023 acquisitions of MNX Global Logistics and Happy Returns. Certain areas of purchase accounting for MNX Global Logistics, including our estimates of tax positions, remain preliminary as of September 30, 2024. In addition, we recorded $6 million of goodwill related to the acquisition of certain locations of The UPS Store.
The remaining movements are due to the impact of changes in the value of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.

We conducted our most recent annual goodwill impairment testing as of July 1, 2024 using both qualitative and quantitative methods. Our quantitative tests utilize a combination of the income and market approaches. We concluded that the fair values of our reporting units were in excess of their respective carrying values. Approximately $1.2 billion of our consolidated goodwill balance of $4.4 billion is represented by our Global Freight Forwarding, Roadie and Global Logistics and Distribution reporting units which, based on our annual impairment evaluation, are exhibiting a limited excess of fair value above carrying value and reflect a greater risk of an impairment occurring in future periods. We do not expect any impairment would have a significant impact on our consolidated financial position, results of operations or cash flows.

For each of our reporting units, we continue to monitor the impact of macroeconomic conditions and business performance on our estimates of fair value. Subsequent to our annual testing date and as of September 30, 2024, none of our reporting units had indications that an impairment was more likely than not. Actual reporting unit performance, revisions to our forecasts of future performance, market factors, changes in estimates or assumptions in future impairment testing, or a combination thereof could result in an impairment charge in one or more of our reporting units during a future period. During October 2024, we realigned the management structure of certain subsidiaries within Supply Chain Solutions, bringing our Global Freight Forwarding and Global Logistics and Distribution businesses under a single management team and separately, bringing together our MNX Global Logistics and Marken businesses under a single management team. We are evaluating the impact of these managerial changes to our operating segment and reporting unit determinations during the fourth quarter.

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The following is a summary of intangible assets as of September 30, 2024 and December 31, 2023 (in millions):



	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 30, 2024:
Capitalized software	$	6,096	$	(4,173)	$	1,923
Licenses	48		(25)		23
Franchise rights	348		(56)		292
Customer relationships	702		(203)		499
Trade name	109		(23)		86
Trademarks, patents and other	370		(89)		281
Amortizable intangible assets	$	7,673	$	(4,569)	$	3,104
Indefinite-lived intangible assets	4		—		4
Total Intangible Assets, Net	$	7,677	$	(4,569)	$	3,108
December 31, 2023:
Capitalized software	$	5,839	$	(3,900)	$	1,939
Licenses	30		(7)		23
Franchise rights	291		(49)		242
Customer relationships	1,115		(516)		599
Trade name	172		(30)		142
Trademarks, patents and other	320		(53)		267
Amortizable intangible assets	$	7,767	$	(4,555)	$	3,212
Indefinite-lived intangible assets	93		—		93
Total Intangible Assets, Net	$	7,860	$	(4,555)	$	3,305

The table as of September 30, 2024 above excludes intangible assets associated with Coyote, which was divested during the third quarter of 2024 as discussed in note 18.

Impairment tests for finite-lived intangible assets are performed when a triggering event occurs that may indicate that the carrying value of the intangible asset may not be recoverable. For the three months ended September 30, 2024, there were no material impairment charges for finite-lived intangible assets. For the nine months ended September 30, 2024, we recorded impairment charges of $48 million ($35 million after tax, or $0.04 per diluted share) within Other Expenses in our statement of consolidated income. These charges represented capitalized software license impairments of $7 million and a $41 million charge to write down the value of certain trade names acquired as part of our acquisition of Bomi Group. For the three and nine months ended September 30, 2023, impairment charges for finite-lived intangible assets were $8 million.

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NOTE 9. DEBT AND FINANCING ARRANGEMENTS

The carrying value of our outstanding debt obligations as of September 30, 2024 and December 31, 2023 consisted of the following (in millions):


	Principal Amount					Carrying Value
			Maturity		2024			2023
Commercial paper	$	—				$	—		$	2,172

Fixed-rate senior notes:
2.800% senior notes	500			2024		500			499
2.200% senior notes	—			2024		—			400
3.900% senior notes	1,000			2025		999			999
2.400% senior notes	500			2026		499			499
3.050% senior notes	1,000			2027		997			996
3.400% senior notes	750			2029		748			747
2.500% senior notes	400			2029		398			398
4.450% senior notes	750			2030		746			745
4.875% senior notes	900			2033		895			894
5.150% senior notes	900			2034		893			—
6.200% senior notes	1,500			2038		1,486			1,485
5.200% senior notes	500			2040		494			494
4.875% senior notes	500			2040		491			491
3.625% senior notes	375			2042		369			369
3.400% senior notes	500			2046		492			492
3.750% senior notes	1,150			2047		1,138			1,138
4.250% senior notes	750			2049		743			743
3.400% senior notes	700			2049		689			689
5.300% senior notes	1,250			2050		1,232			1,232
5.050% senior notes	1,100			2053		1,083			1,083
5.500% senior notes	1,100			2054		1,087			—
5.600% senior notes	600			2064		590			—
Floating-rate senior notes:
Floating-rate senior notes	1,775			2049-2074		1,755			1,545
Debentures:
7.620% debentures	276			2030		279			280
Pound Sterling notes:
5.500% notes	89			2031		88			84
5.125% notes	608			2050		578			550
Euro senior notes:
1.625% senior notes	783			2025		783			774
1.000% senior notes	560			2028		558			551
1.500% senior notes	560			2032		557			551
Canadian senior notes:
2.125% senior notes	—			2024		—			566
Finance lease obligations (see note 10)	439			2024-2046		439			472
Facility notes and bonds	320			2029-2045		320			320
Other debt	4			2024-2026		4			6
Total debt	$	22,139				21,930			22,264
Less: current maturities						(1,606)			(3,348)
Long-term debt						$	20,324		$	18,916

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Commercial Paper

We are authorized to borrow up to $10.0 billion under a U.S. commercial paper program and €5.0 billion (in a variety of currencies) under a European commercial paper program. There was no commercial paper outstanding as of September 30, 2024. The amount of commercial paper outstanding under these programs in 2024 is expected to fluctuate.

Debt Classification

We have classified certain floating-rate senior notes that are redeemable at the option of the note holder as long-term debt in our consolidated balance sheets, due to our intent and ability to refinance the debt if the put option is exercised.

Debt Repayments

On May 21, 2024, our 2.125% Canadian Dollar senior notes with a principal balance of C$750 million ($550 million) matured and were repaid in full.

On September 3, 2024, our 2.200% senior notes with a principal balance of $400 million matured and were repaid in full.

Debt Issuances

On May 22, 2024 we issued three series of notes in the principal amounts of $900 million, $1.1 billion and $600 million. These notes bear interest at 5.15%, 5.50% and 5.60%, respectively, and mature on May 22, 2034, May 22, 2054 and May 22, 2064, respectively. Interest on the notes is payable semi-annually, beginning November 22, 2024. Each series of notes is callable at our option at a redemption price equal to the greater of 100% of the principal amount, or the sum of the present values of scheduled payments of principal and interest, plus accrued and unpaid interest.

On May 28, 2024 we issued floating rate senior notes with a principal balance of $213 million. These notes bear interest at a rate equal to the compounded Secured Overnight Financing Rate ("SOFR") less 0.35% per year and mature on June 1, 2074. These notes are callable at various times after 30 years at a stated percentage of par value and are redeemable at the option of the note holders at various times after one year at a stated percentage of par value.

Sources of Credit

We maintain two credit agreements with a consortium of banks. The first of these agreements provides revolving credit facilities of $1.0 billion, and expires on December 3, 2024. Amounts outstanding under this agreement bear interest at a periodic fixed rate equal to the term SOFR rate, plus 0.10% per annum and an applicable margin based on our then-current credit rating. The applicable margin from the credit pricing grid as of September 30, 2024 was 0.70%. Alternatively, a fluctuating rate of interest equal to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in the United States; (2) the Federal Funds effective rate plus 0.50%; or (3) the Adjusted Term SOFR Rate for a one-month interest period plus 1.00%, may be used at our discretion. We anticipate amending this agreement to extend the maturity date thereof prior to its expiration.

The second agreement provides revolving credit facilities of $2.0 billion, and expires on December 7, 2026. Amounts outstanding under this facility bear interest at a periodic fixed rate equal to the term SOFR rate plus 0.10% per annum and an applicable margin based on our then-current credit rating. The applicable margin from the credit pricing grid as of September 30, 2024 was 0.875%. Alternatively, a fluctuating rate of interest equal to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in the United States; (2) the Federal Funds effective rate plus 0.50%; or (3) the Adjusted Term SOFR Rate for a one-month interest period plus 1.00%, plus an applicable margin, may be used at our discretion.

If the credit ratings established by Standard & Poor's and Moody's differ, the higher rating will be used, except in cases where the lower rating is two or more levels lower. In these circumstances, the rating one step below the higher rating will be used. We are also able to request advances under these facilities based on competitive bids for the applicable interest rate.

There were no amounts outstanding under these facilities as of September 30, 2024.

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Debt Covenants

Our existing debt instruments and credit facilities subject us to certain financial covenants. As of September 30, 2024, and for all prior periods presented, we have satisfied these financial covenants. These covenants limit the amount of secured indebtedness that we may incur, and limit the amount of attributable debt in sale-leaseback transactions, to 10% of net tangible assets. As of September 30, 2024, 10% of net tangible assets was equivalent to $4.6 billion and we had no covered sale-leaseback transactions or secured indebtedness outstanding. We do not expect these covenants to have a material impact on our liquidity.

Fair Value of Debt

Based on the borrowing rates currently available to us for long-term debt with similar terms and maturities, the fair value of long-term debt, including current maturities, was approximately $21.9 and $22.1 billion as of September 30, 2024 and December 31, 2023, respectively. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of all of our debt instruments.

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NOTE 10. LEASES

We have finance and operating leases for real estate (primarily package centers, airport facilities and warehouses), aircraft and engines, information technology equipment, vehicles and various other equipment used in operating our business. Certain leases for real estate and aircraft contain options to purchase, extend or terminate the lease.

Aircraft

In addition to the aircraft that we own, we charter aircraft to handle package and cargo volume on certain international trade lanes and domestic routes. Due to the nature of these agreements, primarily being that either party can cancel the agreement with short notice, we have classified these as short-term leases. A majority of our long-term aircraft operating leases are operated by a third party to handle package and cargo volume in geographic regions where, due to government regulations, we are restricted from operating an airline.

Transportation equipment and other equipment

We enter into both long-term and short-term leases for transportation equipment to supplement our capacity or meet contractual demands. Some of these assets are leased on a month-to-month basis and the leases can be terminated without penalty. We also enter into equipment leases to increase capacity during periods of high demand. These leases are treated as short-term as the cumulative right of use is less than 12 months over the term of the contract.

Some of our transportation and technology equipment leases require us to make additional lease payments based on the underlying usage of the assets. Due to the variable nature of these costs, these are expensed as incurred and are not included in the right of use lease asset and associated lease obligation.

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	220	$	219	$	682	$	645
Finance lease costs:
Amortization of assets	38		31		104		88
Interest on lease liabilities	6		4		16		13
Total finance lease costs	44		35		120		101
Variable lease costs	81		63		235		203
Short-term lease costs	221		243		612		746
Total lease costs(1)	$	566	$	560	$	1,649	$	1,695

(1) This table excludes sublease income as it was not material for the three and nine months ended September 30, 2024 and 2023.

In addition to the lease costs disclosed in the table above, we monitor all lease categories for any indicators that the carrying value of the assets may not be recoverable. We recognized certain immaterial impairments, primarily within our Supply Chain Solutions segment, during the three and nine months ended September 30, 2024 and during the nine months ended September 30, 2023. There were no impairments recognized during the three months ended September 30, 2023.

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Supplemental information related to leases and location within our consolidated balance sheets is as follows (in millions, except lease term and discount rate):


	September 30, 2024			December 31, 2023
Operating Leases:
Operating lease right-of-use assets	$	4,129		$	4,308

Current maturities of operating leases	$	699		$	709
Non-current operating leases	3,613			3,756
Total operating lease obligations	$	4,312		$	4,465

Finance Leases:
Property, plant and equipment, net	$	640		$	856

Current maturities of long-term debt, commercial paper and finance leases	$	103		$	104
Long-term debt and finance leases	336			368
Total finance lease obligations	$	439		$	472

Weighted average remaining lease term (in years):
Operating leases	10.8			10.8
Finance leases	7.2			7.4

Weighted average discount rate:
Operating leases	3.42		%	3.20		%
Finance leases	3.99		%	3.88		%

Supplemental cash flow information related to leases is as follows (in millions):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in measurement of obligations:
Operating cash flows from operating leases	$	657	$	627
Operating cash flows from finance leases	13		10
Financing cash flows from finance leases	93		101

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	403	$	1,013
Finance leases	$	58	$	136

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Maturities of lease obligations as of September 30, 2024 were as follows (in millions):


	Finance Leases		Operating Leases
2024	$	38	$	180
2025	111		858
2026	85		751
2027	54		646
2028	46		486
Thereafter	180		2,271
Total lease payments	514		5,192
Less: Imputed interest	(75)		(880)
Total lease obligations	439		4,312
Less: Current obligations	(103)		(699)
Long-term lease obligations	$	336	$	3,613

As of September 30, 2024, we had $624 million of additional leases which had not commenced. These leases will commence later in 2024 through 2026 when we are granted access to the property, such as when leasehold improvements are completed by the lessor or a certificate of occupancy is obtained.

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NOTE 11. LEGAL PROCEEDINGS AND CONTINGENCIES

We are involved in a number of judicial proceedings and other matters arising from the conduct of our business.

Although there can be no assurances as to the ultimate outcome, we have generally denied, or believe we have meritorious defenses and will deny, liability in pending matters, including (except as may be otherwise noted herein) the matters described below, and we intend to vigorously defend each matter. We accrue amounts associated with judicial proceedings and other contingencies when and to the extent a loss becomes probable and can be reasonably estimated. When no amount within a range of outcomes is a better estimate than any other amount, we accrue the minimum amount within the range. The actual costs of resolving legal proceedings may be substantially higher or lower than the amounts accrued on those claims.

For matters as to which we are not able to estimate a possible loss or range of losses, we are not able to determine whether any such loss will have a material impact on our operations or financial condition. For these matters, we have described the reasons that we are unable to estimate a possible loss or range of losses.

Judicial Proceedings

We are a defendant in a number of lawsuits filed in state and federal courts containing various class action allegations under state wage-and-hour laws. We do not believe that any loss associated with any such matter will have a material impact on our financial condition, results of operations or liquidity.

In October 2022, Gratton v. United Parcel Service, Inc., was filed in the United States District Court for the Eastern District of Washington. Plaintiff sued UPS for various employment related claims. In the third quarter of 2024, the jury found in favor of the plaintiff only on his retaliation claim, awarding him $39.6 million in compensatory damages and $198 million in punitive damages. We are in the process of filing post-trial motions and appealing the verdict as we believe a number of reversible errors have been committed entitling us to reverse the verdict substantially or in its entirety. As of September 30, 2024, we have accrued an immaterial amount in our consolidated balance sheet in connection with this matter.

In July 2023, Baker v. United Parcel Service, Inc. (DE) and United Parcel Service, Inc. (OH) was certified as a class action in federal court in the Eastern District of Washington. The plaintiff in this matter alleges that UPS violated the Uniformed Services Employment and Reemployment Rights Act. We are vigorously defending ourselves in this matter and believe that we have a number of meritorious defenses, and there are unresolved questions of law and fact that could be important to the ultimate resolution of this matter. Accordingly, we are not able to estimate a possible loss or range of loss that may result from this matter or to determine whether such loss, if any, would have a material adverse effect on our financial condition, results of operations or liquidity.

In October 2024, a securities class action, Savage v. United Parcel Service, Inc. et al, was filed in the United States District Court for the Northern District of Georgia, naming the Company and certain current and former officers as defendants. The action purports to be brought on behalf of purchasers of UPS securities between January 30, 2024 and July 22, 2024. The complaint alleges violations of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on alleged misstatements and omissions relating to the performance of our business. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. We are vigorously defending ourselves in this matter and believe that we have a number of meritorious defenses, and there are unresolved questions of law and fact that could be important to the ultimate resolution of this matter. Accordingly, we are not able to estimate a possible loss or range of loss that may result from this matter or to determine whether such loss, if any, would have a material adverse effect on our financial condition, results of operations or liquidity.

Other Matters

In August 2016, Spain’s National Markets and Competition Commission ("CNMC") announced an investigation into 10 companies in the commercial delivery and parcel industry, including UPS, related to alleged nonaggression agreements to allocate customers. In May 2017, we received a Statement of Objections issued by the CNMC. In July 2017, we received a Proposed Decision from the CNMC. In March 2018, the CNMC adopted a final decision, finding an infringement and imposing an immaterial fine on UPS. We appealed the decision. In December 2022, a trial court ruled against us. We have filed an appeal before the Spanish Supreme Court. We are vigorously defending ourselves and believe that we have a number of meritorious defenses. There are also unresolved questions of law that could be important to the ultimate resolution of this matter. We do not believe that any loss from this matter would have a material impact on our financial condition, results of operations or liquidity.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As previously disclosed, the Securities and Exchange Commission (the "SEC") has investigated our controls and practices surrounding impairment analyses in connection with the divestiture of UPS Freight in April 2021. Such analysis led to a non-cash goodwill impairment charge being recorded during the quarter ended December 31, 2020. In March 2024, the SEC staff informed the Company that it disagreed with the timing of the impairment. The Company has reached a negotiated resolution in principle with the SEC staff, subject to approval by the SEC, that 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), the Company has agreed to pay a civil penalty, and agreed to remedial actions, training and process changes, some of which have already been implemented. Although it is subject to SEC approval, and the Company cannot predict the ultimate outcome with certainty, the Company believes the resolution will not have a material effect on its financial condition, results of operations or liquidity. An accrual representing our best estimate of the impact of this regulatory matter is included in our consolidated balance sheet as of September 30, 2024.

We are a party to various other matters that arose in the normal course of business. These include disputes with government authorities in various jurisdictions over the imposition of duties, fines, taxes and assessments from time to time. We are vigorously defending ourselves and believe that we have a number of meritorious defenses in these disputes. There are also unresolved questions of law that could be important to the ultimate resolution of these disputes. Accordingly, we are not able to estimate a possible loss or range of losses that may result from these disputes or to determine whether such losses, if any, would have a material impact on our financial condition, results of operations or liquidity.

We do not believe that the eventual resolution of any other matters (either individually or in the aggregate), including any reasonably possible losses in excess of current accruals, will have a material impact on our operations or financial condition.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. SHAREOWNERS' EQUITY

Capital Stock, Additional Paid-In Capital, Retained Earnings and Noncontrolling Interests

We are authorized to issue two classes of common stock, which are distinguished from each other primarily by their respective voting rights. Class A shares of UPS are entitled to 10 votes per share, whereas class B shares are entitled to one vote per share. Class A shares are primarily held by UPS employees and retirees, as well as trusts and descendants of the Company's founders, and these shares are fully convertible into class B shares at any time. Class B shares are publicly traded on the New York Stock Exchange under the symbol "UPS". Class A and B shares both have a $0.01 par value, and as of September 30, 2024, there were 4.6 billion class A shares and 5.6 billion class B shares authorized to be issued. Additionally, there are 200 million preferred shares authorized to be issued, with a par value of $0.01 per share. As of September 30, 2024, no preferred shares had been issued.

The following is a rollforward of our common stock, additional paid-in capital, retained earnings and noncontrolling interests accounts for the three and nine months ended September 30, 2024 and 2023 (in millions, except per share amounts):


Three Months Ended September 30:	2024			2023
	Shares	Dollars		Shares	Dollars
Class A Common Stock:
Balance at beginning of period	125	$	2	132	$	2
Stock award plans	—	—		1	—
Common stock issuances	—	—		1	—
Conversions of class A to class B common stock	(3)	—		(4)	—
Class A shares issued at end of period	122	$	2	130	$	2
Class B Common Stock:
Balance at beginning of period	732	$	7	723	$	7
Common stock purchases	(4)	—		(5)	—
Conversions of class A to class B common stock	3	—		4	—
Class B shares issued at end of period	731	$	7	722	$	7
Additional Paid-In Capital:
Balance at beginning of period		$	136		$	—
Stock award plans		(20)			14
Common stock purchases		(212)			(123)
Common stock issuances		96			115
Other (1)		—			(6)
Balance at end of period		$	—		$	—
Retained Earnings:
Balance at beginning of period		$	20,692		$	21,584
Net income attributable to controlling interests		1,539			1,127
Dividends ($1.63 and $1.62 per share) (2)		(1,391)			(1,384)
Common stock purchases		(288)			(627)
Other		—			(1)
Balance at end of period		$	20,552		$	20,699
Noncontrolling Interests:
Balance at beginning of period		$	23		$	18
Change in noncontrolling interest		4			(6)
Balance at end of period		$	27		$	12

(1) Includes a 1% excise tax applicable to share repurchases.

(2) The dividend per share amount is the same for both class A and class B common stock. Dividends include $88 and $43 million as of September 30, 2024 and 2023, respectively, that were settled in shares of class A common stock.

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Nine Months Ended September 30:	2024			2023
	Shares	Dollars		Shares	Dollars
Class A Common Stock:
Balance at beginning of period	127	$	2	134	$	2
Stock award plans	2	—		4	—
Common stock issuances	2	—		2	—
Conversions of class A to class B common stock	(9)	—		(10)	—
Class A shares issued at end of period	122	$	2	130	$	2
Class B Common Stock:
Balance at beginning of period	726	$	7	725	$	7
Common stock purchases	(4)	—		(13)	—
Conversions of class A to class B common stock	9	—		10	—
Class B shares issued at end of period	731	$	7	722	$	7
Additional Paid-In Capital:
Balance at beginning of period		$	—		$	—
Stock award plans		(123)			391
Common stock purchases		(212)			(750)
Common stock issuances		335			370
Other (1)		—			(11)
Balance at end of period		$	—		$	—
Retained Earnings:
Balance at beginning of period		$	21,055		$	21,326
Net income attributable to controlling interests		4,061			5,103
Dividends ($4.89 and $4.86 per share) (2)		(4,203)			(4,230)
Common stock purchases		(288)			(1,500)
Other (3)		(73)			—
Balance at end of period		$	20,552		$	20,699
Noncontrolling Interests:
Balance at beginning of period		$	8		$	17
Change in noncontrolling interest		19			(5)
Balance at end of period		$	27		$	12

(1) Includes a 1% excise tax applicable to share repurchases.

(2) The dividend per share amount is the same for both class A and class B common stock. Dividends include $154 and $196 million as of September 30, 2024 and 2023, respectively, that were settled in shares of class A common stock.

(3) Includes adjustments related to certain stock-based awards.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

We repurchased 3.9 million shares of class B common stock for $500 million under our share repurchase program during the three and nine months ended September 30, 2024. We repurchased 4.4 and 12.8 million shares of class B common stock for $750 million and $2.3 billion during the three and nine months ended September 30, 2023, respectively. These repurchases were completed as follows:

In August 2021, the Board of Directors authorized the company to repurchase up to $5.0 billion of class A and class B common stock (the "2021 Authorization"). For the nine months ended September 30, 2023, we repurchased 0.5 million shares of class B common stock for $82 million under this authorization.
In January 2023, the Board of Directors terminated the 2021 Authorization and approved a new share repurchase authorization for $5.0 billion of class A and class B common stock (the "2023 Authorization"). The share repurchases discussed above for the three and nine months ended September 30, 2024 were completed under this authorization. For the three and nine months ended September 30, 2023, we repurchased 4.4 and 12.3 million shares for $750 million and $2.2 billion, respectively, under the 2023 Authorization.

As of September 30, 2024, we had $2.3 billion available under the 2023 Authorization. We do not anticipate further share repurchases in 2024.

Share repurchases may be in the form of accelerated share repurchase programs, open market purchases or other methods we deem appropriate. The timing of share repurchases will depend upon market conditions. Unless terminated earlier by the Board of Directors, the authorization will expire when we have purchased all shares authorized for repurchase under the program.

Movements in additional paid-in capital in respect of stock award plans comprise accruals for unvested awards, offset by adjustments for awards that vest during the period.

Accumulated Other Comprehensive Income (Loss)

We recognize activity in other comprehensive income (loss) for foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale securities, unrealized gains and losses from derivatives that qualify as hedges of cash flows and unrecognized pension and postretirement benefit costs. The activity in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 was as follows (in millions):


Three Months Ended September 30:	2024		2023
Foreign Currency Translation Gain (Loss), Net of Tax:
Balance at beginning of period	$	(1,431)	$	(1,346)
Translation adjustment (net of tax effect of $(5) and $0)	211		(96)

Balance at end of period	(1,220)		(1,442)
Unrealized Gain (Loss) on Marketable Securities, Net of Tax:
Balance at beginning of period	(3)		(20)
Current period changes in fair value (net of tax effect of $0 and $(1))	2		(2)

Balance at end of period	(1)		(22)
Unrealized Gain (Loss) on Cash Flow Hedges, Net of Tax:
Balance at beginning of period	—		10
Current period changes in fair value (net of tax effect of $(37) and $44)	(117)		138
Reclassification to earnings (net of tax effect of $(7) and $(8))	(22)		(27)
Balance at end of period	(139)		121
Unrecognized Pension and Postretirement Benefit Costs, Net of Tax:
Balance at beginning of period	(2,373)		(218)

Reclassification to earnings (net of tax effect of $9 and $7)	29		21
Balance at end of period	(2,344)		(197)
Accumulated other comprehensive income (loss) at end of period	$	(3,704)	$	(1,540)

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Nine Months Ended September 30:	2024		2023
Foreign currency translation gain (loss), net of tax:
Balance at beginning of period	$	(1,248)	$	(1,446)
Translation adjustment (net of tax effect of $(2) and $(13))	28		1
Reclassification to earnings (net of tax effect of $0 and $0)	—		3
Balance at end of period	(1,220)		(1,442)
Unrealized gain (loss) on marketable securities, net of tax:
Balance at beginning of period	(2)		(11)
Current period changes in fair value (net of tax effect of $0 and $(5))	1		(13)
Reclassification to earnings (net of tax effect of $0 and $1)	—		2
Balance at end of period	(1)		(22)
Unrealized gain (loss) on cash flow hedges, net of tax:
Balance at beginning of period	(76)		167
Current period changes in fair value (net of tax effect of $7 and $22)	24		69
Reclassification to earnings (net of tax effect of $(27) and $(36))	(87)		(115)
Balance at end of period	(139)		121
Unrecognized pension and postretirement benefit costs, net of tax:
Balance at beginning of period	(2,432)		(259)

Reclassification to earnings (net of tax effect of $27 and $20)	88		62
Balance at end of period	(2,344)		(197)
Accumulated other comprehensive income (loss) at end of period	$	(3,704)	$	(1,540)

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Detail of the gains (losses) reclassified from accumulated other comprehensive income (loss) to the statements of consolidated income for the three and nine months ended September 30, 2024 and 2023 is as follows (in millions):


	Amount Reclassified from AOCI(1)				Affected Line Item in the Income Statement
Three Months Ended September 30:	2024		2023








Unrealized Gain (Loss) on Cash Flow Hedges:
Interest rate contracts	$	(1)	$	(6)	Interest expense
Foreign currency exchange contracts	30		41		Revenue

Income tax (expense) benefit	(7)		(8)		Income tax expense
Impact on net income	22		27		Net income
Unrecognized Pension and Postretirement Benefit Costs:
Prior service costs	(38)		(28)		Investment income and other


Income tax (expense) benefit	9		7		Income tax expense
Impact on net income	(29)		(21)		Net income
Total amount reclassified for the period	$	(7)	$	6	Net income



	Amount Reclassified from AOCI(1)				Affected Line Item in the Income Statement
Nine Months Ended September 30:	2024		2023
Unrealized gain (loss) on foreign currency translation:
Realized gain (loss) on business wind-down	$	—	$	(3)	Other expenses

Impact on net income	—		(3)		Net income
Unrealized gain (loss) on marketable securities:
Realized gain (loss) on sale of securities	—		(3)		Investment income and other
Income tax (expense) benefit	—		1		Income tax expense
Impact on net income	—		(2)		Net income
Unrealized gain (loss) on cash flow hedges:
Interest rate contracts	(4)		(9)		Interest expense
Foreign currency exchange contracts	118		160		Revenue

Income tax (expense) benefit	(27)		(36)		Income tax expense
Impact on net income	87		115		Net income
Unrecognized pension and postretirement benefit costs:
Prior service costs	(115)		(82)		Investment income and other


Income tax (expense) benefit	27		20		Income tax expense
Impact on net income	(88)		(62)		Net income
Total amount reclassified for the period	$	(1)	$	48	Net income

(1) Accumulated other comprehensive income (loss)

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Deferred Compensation Obligations and Treasury Stock

We maintain a deferred compensation plan whereby certain employees were previously able to elect to defer the gains on stock option exercises by deferring the shares received upon exercise into a rabbi trust. The shares held in this trust are classified as treasury stock, and the liability to participating employees is classified as a deferred compensation obligation within Shareowners' Equity in the consolidated balance sheets. The number of shares needed to settle the liability for deferred compensation obligations is included in the denominator in both the basic and diluted earnings per share calculations. Employees are generally no longer able to defer the gains from stock options exercised.

Activity in the deferred compensation program for the three and nine months ended September 30, 2024 and 2023 was as follows (in millions):


	2024			2023
Three Months Ended September 30:	Shares	Dollars		Shares	Dollars
Deferred Compensation Obligations:
Balance at beginning of period		$	6		$	9
Reinvested dividends		—			—
Benefit payments		—			—
Balance at end of period		$	6		$	9
Treasury Stock:
Balance at beginning of period	—	$	(6)	—	$	(9)
Reinvested dividends	—	—		—	—
Benefit payments	—	—		—	—
Balance at end of period	—	$	(6)	—	$	(9)



	2024			2023
Nine Months Ended September 30:	Shares	Dollars		Shares	Dollars
Deferred Compensation Obligations:
Balance at beginning of period		$	9		$	13
Reinvested dividends		—			—
Benefit payments		(3)			(4)
Balance at end of period		$	6		$	9
Treasury Stock:
Balance at beginning of period	—	$	(9)	—	$	(13)
Reinvested dividends	—	—		—	—
Benefit payments	—	3		—	4
Balance at end of period	—	$	(6)	—	$	(9)

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. SEGMENT INFORMATION

We have two reportable segments: U.S. Domestic Package and International Package, which are together referred to as our global small package operations. Our remaining businesses are reported as Supply Chain Solutions. Global small package operations represent our most significant business. Supply Chain Solutions comprises the results of non-reportable operating segments that do not meet the quantitative and qualitative criteria of a reportable segment as defined under ASC Topic 280 – Segment Reporting.

U.S. Domestic Package

U.S. Domestic Package operations include the time-definite delivery of letters, documents and packages throughout the United States.

International Package

International Package operations include delivery to more than 200 countries and territories worldwide, including shipments wholly outside the United States, as well as shipments with either origin or destination outside the United States. International Package includes our operations in Europe, the Indian sub-continent, Middle East and Africa ("EMEA"), Canada and Latin America (together "Americas") and Asia.

Supply Chain Solutions

Supply Chain Solutions includes our Forwarding, Logistics, digital and other businesses. Our Forwarding and Logistics businesses provide services in more than 200 countries and territories worldwide and include international air and ocean freight forwarding, customs brokerage, mail services, healthcare logistics, distribution and post-sales services. Our digital businesses leverage technology to enable a range of on-demand services such as same-day delivery, end-to-end return services and integrated supply chain and high-value shipment insurance solutions.

In evaluating financial performance, we focus on operating profit as a segment's measure of profit or loss. Operating profit is before investment income and other, interest expense and income tax expense. Certain expenses are allocated between the segments using activity-based costing methods. These activity-based costing methods require us to make estimates that impact the amount of each expense category that is attributed to each segment. Changes in these estimates directly impact the amount of expense allocated to each segment, and therefore the operating profit of each reporting segment. Our allocation methodologies are refined periodically, as necessary, to reflect changes in our businesses. There were no significant changes to our allocation methodologies in the third quarter of 2024.

Results of operations for the three and nine months ended September 30, 2024 and 2023 were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue:
U.S. Domestic Package	$	14,450	$	13,660	$	42,803	$	43,043
International Package	4,411		4,267		13,037		13,225
Supply Chain Solutions	3,384		3,134		9,929		9,773
Consolidated revenue	$	22,245	$	21,061	$	65,769	$	66,041
Operating Profit:
U.S. Domestic Package	$	898	$	571	$	2,712	$	3,639
International Package	798		630		2,172		2,341
Supply Chain Solutions	289		142		658		684
Consolidated operating profit	$	1,985	$	1,343	$	5,542	$	6,664

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. EARNINGS PER SHARE

The earnings per share amounts are the same for class A and class B common shares as the holders of each class are legally entitled to equal per-share distributions whether through dividends or in liquidation.

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 (in millions, except per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
2024			2023			2024			2023
Numerator:
Net income attributable to common shareowners	$	1,539		$	1,127		$	4,061		$	5,103
Denominator:
Weighted-average shares	854			853			854			856

Vested portion of restricted shares	1			4			2			4
Denominator for basic earnings per share	855			857			856			860
Effect of dilutive securities:
Restricted performance units	—			1			—			1
Stock options	—			—			—			—
Denominator for diluted earnings per share	855			858			856			861
Basic earnings per share(1)	$	1.80		$	1.31		$	4.74		$	5.93
Diluted earnings per share(1)	$	1.80		$	1.31		$	4.74		$	5.92

(1) Earnings per share is computed using unrounded amounts.

Diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 excluded the effect of 0.5 and 0.2 million shares of common stock, respectively, that may be issued upon the exercise of employee stock options because such effect would be antidilutive.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

Risk Management Policies

Changes in fuel prices, interest rates and foreign currency exchange rates impact our results of operations and we actively monitor these exposures. Where deemed appropriate, to manage the impact of these exposures on earnings and/or cash flows, we may enter into a variety of derivative financial instruments. We do not hold or issue derivative financial instruments for trading or speculative purposes.

Credit Risk Management

The forward contracts, swaps and options discussed below contain an element of risk that the counterparties may be unable to meet the terms of the agreements. We seek to minimize such risk exposures for these instruments by limiting the counterparties to banks and financial institutions that meet established credit guidelines. We may further manage credit risk through the use of bilateral collateral provisions and/or early termination rights utilizing master netting arrangements, whereby cash is exchanged based on the net fair value of derivatives associated with each counterparty when positions exceed $250 million.

As of September 30, 2024 we did not hold any cash collateral. As of December 31, 2023, we held cash collateral of $103 million under these agreements. Collateral is included in Cash and cash equivalents in our consolidated balance sheets and is unrestricted. As of September 30, 2024, no collateral was required to be posted with our counterparties. As of December 31, 2023, we were required to post $13 million of collateral with our counterparties.

Types of Hedges

Commodity Risk Management

Currently, the fuel surcharges that we apply in our domestic and international package businesses are the primary means of reducing the risk of adverse fuel price changes on our business. In order to mitigate the impact of fuel surcharges imposed on us by outside carriers, we regularly adjust the rates we charge for our freight brokerage services.

Foreign Currency Risk Management

To protect against the reduction in value of forecasted foreign currency cash flows from our international package business, we maintain a foreign currency cash flow hedging program. Our most significant foreign currency exposures relate to the Euro, British Pound Sterling, Canadian Dollar, Chinese Renminbi and Hong Kong Dollar. We generally designate and account for these contracts as cash flow hedges of anticipated foreign currency denominated revenue.

We may also hedge portions of our anticipated cash settlements of principal and interest on certain foreign currency denominated debt. We generally designate and account for these contracts as cash flow hedges of forecasted foreign currency denominated transactions.

We hedge our net investment in certain foreign operations with foreign currency denominated debt instruments.

Interest Rate Risk Management

We may use a combination of derivative instruments to manage the fixed and floating interest rate mix of our total debt portfolio and related overall cost of borrowing.

We generally designate and account for interest rate swaps that convert fixed-rate interest payments into floating-rate interest payments as fair value hedges of the associated debt instruments. We designate and account for interest rate swaps that convert floating-rate interest payments into fixed-rate interest payments as cash flow hedges of the forecasted payment obligations.

We may periodically hedge the forecasted fixed-coupon interest payments associated with anticipated debt offerings by using forward starting interest rate swaps, interest rate locks or similar derivatives.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Outstanding Positions

As of September 30, 2024 and December 31, 2023, the notional amounts of our outstanding derivative positions were as follows (in millions):


		September 30, 2024	December 31, 2023
Currency hedges:
Euro	EUR	3,807	4,408
British Pound Sterling	GBP	615	663
Canadian Dollar	CAD	1,806	1,550
Hong Kong Dollar	HKD	4,984	1,822

During the fourth quarter of 2024, we entered into contracts to hedge our exposure to the Chinese Renminbi. The associated notional amount outstanding is approximately 5.1 billion Renminbi. We generally designate and account for these contracts as cash flow hedges of anticipated foreign currency denominated revenue. Additionally, as of September 30, 2024 and December 31, 2023 we had no outstanding commodity hedge positions.

Balance Sheet Recognition

The following table indicates the location in our consolidated balance sheets where our derivative assets and liabilities have been recognized, the fair value hierarchy level applicable to each derivative type and the related fair values of those derivatives.

We have master netting arrangements with substantially all of our counterparties giving us the right of offset for our derivative positions. However, we have not elected to offset the fair value positions of our derivative contracts recorded in our consolidated balance sheets. The columns labeled Net Amounts if Right of Offset had been Applied indicate the potential net fair value positions by type of contract and location in our consolidated balance sheets had we elected to apply the right of offset as of September 30, 2024 and December 31, 2023 (in millions):


		Fair Value Hierarchy Level		Gross Amounts Presented in Consolidated Balance Sheets						Net Amounts if Right of Offset had been Applied
Asset Derivatives	Balance Sheet Location		September 30, 2024			December 31, 2023			September 30, 2024			December 31, 2023
Derivatives designated as hedges:
Foreign currency exchange contracts	Other current assets	Level 2		$	57		$	95		$	27		$	73


Foreign currency exchange contracts	Other non-current assets	Level 2		14			63			2			19

Derivatives not designated as hedges:
Foreign currency exchange contracts	Other current assets	Level 2		1			—			1			—



Total Asset Derivatives				$	72		$	158		$	30		$	92


		Fair Value Hierarchy Level		Gross Amounts Presented in Consolidated Balance Sheets						Net Amounts if Right of Offset had been Applied
Liability Derivatives	Balance Sheet Location		September 30, 2024			December 31, 2023			September 30, 2024			December 31, 2023
Derivatives designated as hedges:
Foreign currency exchange contracts	Other current liabilities	Level 2		$	35		$	26		$	5		$	4


Foreign currency exchange contracts	Other non-current liabilities	Level 2		57			65			45			21

Derivatives not designated as hedges:



Foreign currency exchange contracts	Other non-current liabilities	Level 2		—			1			—			1

Total Liability Derivatives				$	92		$	92		$	50		$	26

Our foreign currency exchange rate derivatives are largely comprised of over-the-counter derivatives, which are primarily valued using pricing models that rely on market observable inputs such as yield curves, foreign currency exchange rates and investment forward prices; therefore, these derivatives are classified as Level 2.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Location of Hedged Item in Fair Value Hedges

The following table indicates the amounts that were recorded in our consolidated balance sheets related to cumulative basis adjustments for fair value hedges as of September 30, 2024 and December 31, 2023 (in millions):


Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included		Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedge Adjustments		Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedge Adjustments
	September 30, 2024	September 30, 2024		December 31, 2023		December 31, 2023

Long-term debt and finance leases		$	279	$	4	$	280	$	4

Income Statement and AOCI Recognition of Designated Hedges

The following table indicates the amount of gains (losses) that have been recognized in our statements of consolidated income for fair value and cash flow hedges, as well as the associated gain (loss) for the underlying hedged item for fair value hedges for the three and nine months ended September 30, 2024 and 2023 (in millions):



		Three Months Ended September 30,
Location and Amount of Gain (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships		2024									2023
	Revenue			Interest Expense			Investment Income and Other			Revenue			Interest Expense			Investment Income and Other




Gain or (loss) on cash flow hedging relationships:
Interest Contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive income		—			(1)			—			—			(6)			—
Foreign Currency Exchange Contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive income		30			—			—			41			—			—
Total amounts of income and expense line items presented in the statement of income in which the effects of fair value or cash flow hedges are recorded		$	30		$	(1)		$	—		$	41		$	(6)		$	—



	Nine Months Ended September 30,
	2024						2023
Location and Amount of Gain (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships	Revenue		Interest Expense		Investment Income and Other		Revenue		Interest Expense		Investment Income and Other




Gain (loss) on cash flow hedging relationships:
Interest Rate Contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income	—		(4)		—		—		(9)		—
Foreign Currency Exchange Contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income	118		—		—		160		—		—
Total amounts of income and expense line items presented in the statement of income in which the effects of fair value or cash flow hedges are recorded	$	118	$	(4)	$	—	$	160	$	(9)	$	—

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table indicates the amount of gains (losses) that have been recognized in AOCI for the three and nine months ended September 30, 2024 and 2023 for those derivatives designated as cash flow hedges (in millions):


Three Months Ended September 30:
Derivative Instruments in Cash Flow Hedging Relationships		Amount of Gain (Loss) Recognized in AOCI on Derivatives
	2024			2023

Foreign currency exchange contracts		(154)			182

Total		$	(154)		$	182

Nine Months Ended September 30:
Derivative Instruments in Cash Flow Hedging Relationships		Amount of Gain (Loss) Recognized in AOCI on Derivatives
	2024			2023

Foreign currency exchange contracts		31			91

Total		$	31		$	91

As of September 30, 2024, there were $16 million of pre-tax gains related to cash flow hedges deferred in AOCI that are expected to be reclassified to income over the 12-month period ending September 30, 2025. The actual amounts that will be reclassified to income over the next 12 months will vary from this amount as a result of changes in market conditions. The maximum term over which we are hedging exposures to the variability of cash flows is approximately 3 years.

The following table indicates the amount of gains (losses) that have been recognized in AOCI within foreign currency translation adjustment for the three and nine months ended September 30, 2024 and 2023 for those instruments designated as net investment hedges (in millions):


Three Months Ended September 30:
Non-derivative Instruments in Net Investment Hedging Relationships		Amount of Gain (Loss) Recognized in AOCI on Debt
	2024			2023
Foreign currency denominated debt		$	(120)		$	103
Total		$	(120)		$	103

Nine Months Ended September 30:
Non-derivative Instruments in Net Investment Hedging Relationships		Amount of Gain (Loss) Recognized in AOCI on Debt
	2024			2023
Foreign currency denominated debt		$	(36)		$	5
Total		$	(36)		$	5

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Income Statement Recognition of Non-Designated Derivative Instruments

Derivative instruments that are not designated as hedges are recorded at fair value with unrealized gains and losses reported in earnings each period. Cash flows from the settlement of derivative instruments appear in our statements of consolidated cash flows within the same categories as the cash flows of the hedged item.

We may periodically terminate interest rate swaps and foreign currency exchange forward contracts or enter into offsetting swap and foreign currency positions with different counterparties. As part of this process, we de-designate our original hedge relationship.

Amounts recorded in our statements of consolidated income related to fair value changes and settlements of foreign currency forward contracts not designated as hedges for the three and nine months ended September 30, 2024 and 2023 (in millions) were as follows:


Derivative Instruments Not Designated in Hedging Relationships	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
	2024	2023
Three Months Ended September 30:



Foreign currency exchange contracts	Investment income and other	$	(4)	$	(4)


Total		$	(4)	$	(4)

Nine Months Ended September 30:



Foreign currency exchange contracts	Investment income and other	$	(8)	$	(1)


Total		$	(8)	$	(1)

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16. INCOME TAXES

Our effective tax rate for the three months ended September 30, 2024 increased to 19.4% in 2024 compared to 11.1% in the comparative period (23.6% year to date compared to 21.6% in the comparative period). The year-over-year increase in our effective tax rate was driven by non-deductible expenses related to regulatory matters and share-based compensation shortfalls. In addition, in the prior year we had more favorable uncertain tax positions as a result of resolution of global tax audits and adjustments to our tax balances to reflect our tax returns filed.

We have recognized liabilities for uncertain tax positions and we reevaluate these uncertain tax positions on a quarterly basis. A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months, however, an estimate of the range of reasonably possible outcomes cannot be made. Items that may cause changes to unrecognized tax benefits include the allowance or disallowance of deductions, the timing of deductions and the allocation of income and expense between tax jurisdictions. Changes could result from the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of statutes of limitations or other unforeseen circumstances.

As discussed in note 18, in the third quarter of 2024 we completed the divestiture of Coyote and recorded a pre-tax gain of $156 million. As a result, we recorded related income tax expense of $4 million in the period. This income tax expense was generated at a lower average tax rate than the U.S. federal statutory tax rate due to the disposition generating capital losses for tax purposes that were not expected to be realized.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17. TRANSFORMATION STRATEGY COSTS

As previously disclosed, we are undertaking an enterprise-wide transformation of our organization that includes various projects and initiatives, including workforce reductions and changes in processes and technology, that impact our global direct and indirect operating costs. For the three- and nine-month periods ended September 30, 2024 and 2023, our transformation strategy activities primarily consisted of the following:

Transformation 2.0: Based on efficiencies gained as a part of Transformation 1.0, and in connection with changes in our executive leadership in 2020, we identified and reprioritized certain then-current and future investments, including investments in our workforce, portfolio of businesses and technology (such projects, collectively, “Transformation 2.0”). Specifically, we identified opportunities to reduce spans and layers of management, began a review of our business portfolio and identified opportunities to invest in certain technologies, including financial reporting and certain schedule, time and pay systems, to reduce global indirect operating costs, provide better visibility, and reduce reliance on legacy systems and coding languages. Our organizational structure review indicated an opportunity to realize initial savings of approximately $400 million with potential opportunities to save up to an additional $240 million through the reduction of spans and layers of management with an anticipation that these savings would be recurring. The business portfolio review was expanded in 2022. As a result thereof, we determined to exit certain businesses that were not aligned with our corporate strategy and determined to make new investments into certain businesses, including healthcare-focused businesses, better aligned to our strategic targets. In connection therewith, we incurred costs primarily consisting of outside professional fees related to these reviews and other costs related to these transactions. Lastly, our review of our systems and technologies identified certain areas of our business that were reliant on outdated technologies. Our reviews determined that continued use of these legacy technologies would likely increase maintenance costs and that investments into new technologies would enhance our ability to leverage our data and allow us to establish a more flexible system architecture. As of December 31, 2023, we substantially completed our initiatives to reduce spans and layers of management and achieved savings in line with our anticipated benefits. Our ongoing efforts under Transformation 2.0 include initiatives related to our financial systems and our business portfolio review. As of September 30, 2024, we have incurred $785 million of costs as part of Transformation 2.0. Transformation 2.0 initiatives are expected to conclude during 2025, with anticipated remaining costs of approximately $115 million primarily related to completion of our technology initiatives.

During 2023, we implemented our "Fit to Serve" initiative, which is intended to right-size our business for the future through a workforce reduction of approximately 12,000 positions and create a more efficient operating model to enhance responsiveness to changing market dynamics.

Accruals for separation costs of $101 and $205 million within Fit to Serve were included in our consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively. Separations accrued as of December 31, 2023 have been substantially completed and we expect that amounts accrued as of September 30, 2024 will be paid through the first half of 2025. As of September 30, 2024, we have incurred total costs of $370 million and anticipate that we will incur additional costs of approximately $100 million under Fit to Serve. Fit to Serve is expected to conclude in 2025.

Compensation and benefit costs under these programs during the three and nine months ended September 30, 2024 are primarily related to severance costs incurred in conjunction with reductions in our workforce. We are primarily accounting for these separations under ASC Topic 712 as they have been, or will be, carried out under a plan which provides a contractual termination benefit to impacted employees. The nature of our separation initiatives has resulted in a relatively short period of time, typically less than one year, between the point at which the separation meets the criteria for recognition as an accrual and the point at which the separation is completed.

Other expenses incurred in furtherance of our transformation strategy have been primarily related to fees paid to third-party service providers that supported modernization of our corporate support functions, assisted in our strategic reviews and contributed to our financial systems transition and healthcare strategy and generally have not been incurred as a result of restructuring, exit or disposal activities and as period costs, have not given rise to restructuring, exit or disposal liabilities. During the three and nine months ended September 30, 2024, other expenses included impairment costs resulting from our business portfolio review and costs related to financial systems investments, both as part of Transformation 2.0. These costs, while not material to the three- or nine-month period, support the broader goals of our Transformation 2.0 program.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The table below presents transformation strategy costs for the three and nine months ended September 30, 2024 and 2023 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Transformation Strategy Costs:
Compensation and benefits	$	110	$	80	$	161	$	178
Other expenses	44		14		66		58
Total Transformation Strategy Costs	$	154	$	94	$	227	$	236

Income Tax Benefit from Transformation Strategy Costs	(38)		(24)		(55)		(57)
After-Tax Transformation Strategy Costs	$	116	$	70	$	172	$	179

The income tax effects of transformation strategy costs are calculated by multiplying the amount of the expense by the statutory tax rates applicable in each tax jurisdiction.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18. DISPOSITIONS

As previously disclosed, on June 23, 2024, we entered into a definitive agreement to divest our truckload brokerage business, Coyote, to RXO Logistics for $1.025 billion, subject to working capital and other adjustments. We reported Coyote within our Forwarding businesses in Supply Chain Solutions.

On September 16, 2024, we completed the divestiture of Coyote, for cash proceeds, net of cash divested and direct transaction expenses of $1.002 billion. These proceeds are recognized within Proceeds from disposal of businesses, property, plant and equipment in the statements of consolidated cash flows. In connection with the completion of this divestiture, we recorded a pre-tax gain of $156 million ($152 million after tax) during the three months ended September 30, 2024. The gain was recognized within Other expenses in the statements of consolidated income.

The following table summarizes the carrying values of the assets and liabilities divested as of September 16, 2024 (in millions):


	2024
Assets:
Cash and cash equivalents	$	20
Accounts receivable, net	405
Other current assets	34
Operating lease right-of-use assets	69
Goodwill	495
Intangible assets, net	195
Other non-current assets	18
Total assets divested	$	1,236

Liabilities:
Accounts payable	$	216
Other current liabilities	54
Non-current operating leases	68
Other non-current liabilities	38
Total liabilities divested	$	376

Net assets divested	$	860

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