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United States
Securities and Exchange Commission
Washington, D.C. 20549
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Form 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2020 or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number 001-15451
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United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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58-2480149 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(IRS Employer
Identification No.) |
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55 Glenlake Parkway N.E. |
Atlanta, |
Georgia |
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30328 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(404) 828-6000
(Registrant’s telephone number, including area code)
____________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
Class B common stock, par value $0.01 per share |
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UPS |
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New York Stock Exchange |
0.375% Senior Notes due 2023 |
|
UPS23A |
|
New York Stock Exchange |
1.625% Senior Notes due 2025 |
|
UPS25 |
|
New York Stock Exchange |
1% Senior Notes due 2028 |
|
UPS28 |
|
New York Stock Exchange |
1.500% Senior Notes due 2032 |
|
UPS32 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
|
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Large accelerated filer |
x
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐ |
|
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Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
There were 149,181,469 Class A shares, and 715,216,514 Class B
shares, with a par value of $0.01 per share, outstanding at
October 20, 2020.
TABLE OF CONTENTS
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PART I—FINANCIAL INFORMATION |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II—OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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PART I. FINANCIAL INFORMATION
Cautionary Statement About Forward-Looking Statements
This report, our Annual Report on Form 10-K for the year ended
December 31, 2019 and our other filings with the Securities and
Exchange Commission contain and refer to “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements other than those of current or
historical fact, and all statements accompanied by terms such as
“believe,” “project,” “expect,” “estimate,” “assume,” “intend,”
“anticipate,” “target,” “plan,” and variations thereof, and similar
terms, are intended to be forward-looking statements.
Forward-looking statements are made subject to the safe harbor
provisions of the federal securities laws pursuant to Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.
From time to time, we also include forward-looking statements in
other publicly disclosed materials. Such statements may relate to
our intent, belief and current expectations about our strategic
direction, prospects and future results, and give our current
expectations or forecasts of future events; they do not relate
strictly to historical or current facts. Management believes that
these forward-looking statements are reasonable as and when made.
However, caution should be taken not to place undue reliance on any
forward-looking statements because such statements speak only as of
the date when made.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from our historical experience, present expectations or anticipated
results. These risks and uncertainties, many of which are outside
of our control, include, but are not limited to: continued
uncertainties related to the impact of the COVID-19 pandemic on our
business and operations, financial condition, financial results and
financial position, our customers and suppliers, and on the global
economy; changes in general economic conditions, in the U.S. or
internationally; significant competition on a local, regional,
national and international basis; changes in our relationships with
our significant customers; changes in the complex and stringent
regulation in the U.S. and internationally (including tax laws and
regulations); increased physical or data security requirements or
complexities; legal, regulatory or market responses to global
climate change; results of negotiations and ratifications of labor
contracts; employee strikes, work stoppages or slowdowns; the
effects of changing prices of energy, including gasoline, diesel
and jet fuel, and interruptions in supplies of these commodities;
changes in exchange rates or interest rates; uncertainty from the
expected discontinuance of LIBOR and transition to any other
interest rate benchmark; our ability to maintain our brand image;
breaches in data security; disruptions to the Internet or our
technology infrastructure; interruptions in or impacts on our
business from natural or man-made events or disasters including
terrorist attacks, epidemics or pandemics; our ability to
accurately forecast our future capital investment needs; exposure
to changing economic, political and social developments in
international and emerging markets; changes in business strategy,
government regulations, or economic or market conditions that may
result in asset impairments; increases in our expenses or funding
obligations relating to employee health, retiree health and/or
pension benefit plans; potential additional tax liabilities in the
U.S. or internationally; the potential for various claims and
litigation related to labor and employment, personal injury,
property damage, business practices, environmental liability and
other matters; our ability to realize the anticipated benefits from
acquisitions, joint ventures or strategic alliances; our ability to
realize the anticipated benefits from our transformation
initiatives; cyclical and seasonal fluctuations in our operating
results; our ability to manage insurance and claims expenses; and
other risks discussed in our filings with the Securities and
Exchange Commission from time to time, including our Annual Report
on Form 10-K for the year ended December 31, 2019, our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
and subsequently filed reports. You should consider the limitations
on, and risks associated with, forward-looking statements and not
unduly rely on the accuracy of information contained in such
forward-looking statements. We do not undertake any obligation to
update forward-looking statements to reflect events, circumstances,
changes in expectations, or the occurrence of unanticipated events
after the date of those statements, except as required by
law.
Item 1.
Financial Statements
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2020 (unaudited) and December 31, 2019 (in
millions)
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September 30,
2020 |
|
December 31,
2019 |
ASSETS |
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Current Assets: |
|
|
|
Cash and cash equivalents |
$ |
8,839 |
|
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$ |
5,238 |
|
Marketable securities |
402 |
|
|
503 |
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Accounts receivable |
9,153 |
|
|
9,645 |
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Less: Allowance for credit losses |
(160) |
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|
(93) |
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Accounts receivable, net |
8,993 |
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|
9,552 |
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|
|
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Other current assets |
1,696 |
|
|
1,810 |
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Total Current Assets |
19,930 |
|
|
17,103 |
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Property, Plant and Equipment, Net |
32,164 |
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|
30,482 |
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Operating Lease Right-Of-Use Assets |
3,022 |
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|
2,856 |
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Goodwill |
3,816 |
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|
3,813 |
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Intangible Assets, Net |
2,289 |
|
|
2,167 |
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Investments and Restricted Cash |
25 |
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24 |
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Deferred Income Tax Assets |
277 |
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|
330 |
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Other Non-Current Assets |
883 |
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|
1,082 |
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Total Assets |
$ |
62,406 |
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$ |
57,857 |
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LIABILITIES AND SHAREOWNERS’ EQUITY |
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Current Liabilities: |
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Current maturities of long-term debt, commercial paper and finance
leases |
$ |
2,382 |
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$ |
3,420 |
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Current maturities of operating leases |
560 |
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|
538 |
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Accounts payable |
5,609 |
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|
5,555 |
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Accrued wages and withholdings |
3,140 |
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|
2,552 |
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Self-insurance reserves |
1,128 |
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|
914 |
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Accrued group welfare and retirement plan contributions |
857 |
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|
793 |
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Other current liabilities |
1,780 |
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|
1,641 |
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Total Current Liabilities |
15,456 |
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15,413 |
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Long-Term Debt and Finance Leases |
23,336 |
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21,818 |
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Non-Current Operating Leases |
2,473 |
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2,391 |
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Pension and Postretirement Benefit Obligations |
9,630 |
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10,601 |
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Deferred Income Tax Liabilities |
2,145 |
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1,632 |
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Other Non-Current Liabilities |
3,760 |
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|
2,719 |
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Shareowners’ Equity: |
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Class A common stock (150 and 156 shares issued in 2020 and
2019, respectively)
|
2 |
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2 |
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Class B common stock (714 and 701 shares issued in 2020 and 2019,
respectively)
|
7 |
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7 |
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Additional paid-in capital |
490 |
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|
150 |
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Retained earnings |
11,115 |
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|
9,105 |
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Accumulated other comprehensive loss |
(6,022) |
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(5,997) |
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Deferred compensation obligations |
20 |
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26 |
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Less: Treasury stock (0.4 shares in 2020 and 2019)
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(20) |
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(26) |
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Total Equity for Controlling Interests |
5,592 |
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|
3,267 |
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Noncontrolling interests |
14 |
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16 |
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Total Shareowners’ Equity |
5,606 |
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|
3,283 |
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Total Liabilities and Shareowners’ Equity |
$ |
62,406 |
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$ |
57,857 |
|
See notes to unaudited, consolidated financial
statements.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(In millions, except per share amounts)
(unaudited)
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
2020 |
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2019 |
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2020 |
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2019 |
Revenue |
$ |
21,238 |
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$ |
18,318 |
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$ |
59,732 |
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$ |
53,526 |
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Operating Expenses: |
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Compensation and benefits |
11,077 |
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9,590 |
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32,006 |
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28,206 |
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Repairs and maintenance |
576 |
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|
485 |
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1,693 |
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1,392 |
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Depreciation and amortization |
677 |
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|
587 |
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|
1,986 |
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|
1,730 |
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Purchased transportation |
3,937 |
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|
2,984 |
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10,584 |
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|
8,950 |
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Fuel |
618 |
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|
824 |
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1,878 |
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2,451 |
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Other occupancy |
376 |
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346 |
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|
1,114 |
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|
1,039 |
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Other expenses |
1,614 |
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|
1,374 |
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4,824 |
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|
4,093 |
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Total Operating Expenses |
18,875 |
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|
16,190 |
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|
54,085 |
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47,861 |
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Operating Profit |
2,363 |
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|
2,128 |
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|
5,647 |
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5,665 |
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Other Income and (Expense): |
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Investment income and other |
338 |
|
237 |
|
1,011 |
|
|
672 |
Interest expense |
(176) |
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|
(159) |
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|
(526) |
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|
(487) |
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Total Other Income and (Expense) |
162 |
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|
78 |
|
|
485 |
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|
185 |
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Income Before Income Taxes |
2,525 |
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|
2,206 |
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|
6,132 |
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|
5,850 |
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Income Tax Expense |
568 |
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|
456 |
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|
1,442 |
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|
1,304 |
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Net Income |
$ |
1,957 |
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|
$ |
1,750 |
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|
$ |
4,690 |
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|
$ |
4,546 |
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Basic Earnings Per Share |
$ |
2.25 |
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|
$ |
2.03 |
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|
$ |
5.42 |
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|
$ |
5.26 |
|
Diluted Earnings Per Share |
$ |
2.24 |
|
|
$ |
2.01 |
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|
$ |
5.39 |
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|
$ |
5.23 |
|
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(In millions)
(unaudited)
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|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Net Income |
$ |
1,957 |
|
|
$ |
1,750 |
|
|
$ |
4,690 |
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|
$ |
4,546 |
|
Change in foreign currency translation adjustment, net of
tax |
65 |
|
|
(48) |
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|
(66) |
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|
(28) |
|
Change in unrealized gain (loss) on marketable securities, net of
tax |
(2) |
|
|
(3) |
|
|
3 |
|
|
6 |
|
Change in unrealized gain (loss) on cash flow hedges, net of
tax |
(195) |
|
|
206 |
|
|
(92) |
|
|
270 |
|
Change in unrecognized pension and postretirement benefit costs,
net of tax |
43 |
|
|
43 |
|
|
130 |
|
|
129 |
|
Comprehensive Income |
$ |
1,868 |
|
|
$ |
1,948 |
|
|
$ |
4,665 |
|
|
$ |
4,923 |
|
See notes to unaudited, consolidated financial
statements.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In millions)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
2020 |
|
2019 |
Cash Flows From Operating Activities: |
|
|
|
Net income |
$ |
4,690 |
|
|
$ |
4,546 |
|
Adjustments to reconcile net income to net cash from operating
activities: |
|
|
|
Depreciation and amortization |
1,986 |
|
|
1,730 |
|
Pension and postretirement benefit expense |
481 |
|
|
566 |
|
Pension and postretirement benefit contributions |
(1,307) |
|
|
(2,321) |
|
|
|
|
|
Self-insurance reserves |
388 |
|
|
(181) |
|
Deferred tax (benefit) expense |
566 |
|
|
43 |
|
Stock compensation expense |
508 |
|
|
716 |
|
Other (gains) losses |
164 |
|
|
46 |
|
Changes in assets and liabilities, net of effects of business
acquisitions: |
|
|
|
Accounts receivable |
352 |
|
|
843 |
|
Other assets |
391 |
|
|
778 |
|
Accounts payable |
(450) |
|
|
(914) |
|
Accrued wages and withholdings |
1,330 |
|
|
(506) |
|
Other liabilities |
120 |
|
|
393 |
|
Other operating activities |
64 |
|
|
(46) |
|
Net cash from operating activities |
9,283 |
|
|
5,693 |
|
Cash Flows From Investing Activities: |
|
|
|
Capital expenditures |
(3,219) |
|
|
(4,336) |
|
Proceeds from disposals of property, plant and
equipment |
10 |
|
|
61 |
|
Purchases of marketable securities |
(202) |
|
|
(487) |
|
Sales and maturities of marketable securities |
309 |
|
|
817 |
|
Net change in finance receivables |
24 |
|
|
8 |
|
Cash paid for business acquisitions, net of cash and cash
equivalents acquired |
(13) |
|
|
(6) |
|
Other investing activities |
(15) |
|
|
(84) |
|
Net cash used in investing activities |
(3,106) |
|
|
(4,027) |
|
Cash Flows From Financing Activities: |
|
|
|
Net change in short-term debt |
(1,924) |
|
|
(1,100) |
|
Proceeds from long-term borrowings |
5,003 |
|
|
4,802 |
|
Repayments of long-term borrowings |
(2,746) |
|
|
(2,411) |
|
Purchases of common stock |
(224) |
|
|
(751) |
|
Issuances of common stock |
214 |
|
|
161 |
|
Dividends |
(2,528) |
|
|
(2,397) |
|
Other financing activities |
(351) |
|
|
(158) |
|
Net cash used in financing activities |
(2,556) |
|
|
(1,854) |
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents and
Restricted Cash |
(19) |
|
|
6 |
|
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted
Cash |
3,602 |
|
|
(182) |
|
Cash, Cash Equivalents and Restricted Cash: |
|
|
|
Beginning of period |
5,238 |
|
|
4,367 |
|
End of period |
$ |
8,840 |
|
|
$ |
4,185 |
|
See notes to unaudited, consolidated financial
statements.
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 interim 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 interim unaudited,
consolidated financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present
fairly our financial position as of September 30, 2020, our
results of operations for the three and nine months ended
September 30, 2020 and 2019 and our cash flows for the nine
months ended September 30, 2020 and 2019. The results reported
in these interim 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 interim
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, 2019.
Fair Value of Financial Instruments
The carrying amounts of our cash and cash equivalents, accounts
receivable, finance receivables and accounts payable approximate
fair value as of September 30, 2020 and December 31,
2019. The fair values of our investment 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 utilized Level 1 inputs in
the fair value hierarchy of valuation techniques to determine the
fair value of our cash and cash equivalents, and Level 2 inputs to
determine the fair value of our accounts receivable, finance
receivables and accounts payable.
Use of Estimates
The preparation of the accompanying interim 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.
In particular, a number of estimates have been and will continue to
be affected by the ongoing COVID-19 pandemic. The severity,
magnitude and duration of the pandemic, and the resulting economic
consequences, remain uncertain, rapidly changing and difficult to
predict. As a result, our accounting estimates and assumptions may
change over time.
Such changes could result in future impairments of goodwill,
intangible assets, long-lived assets and investment securities,
incremental credit losses on financial assets, decreases in the
carrying amount of our tax assets, increases in our self-insurance
liabilities or increases in our net pension and postretirement
benefit obligations at the time of a measurement
event.
For interim unaudited, consolidated financial statement purposes,
we provide for accruals under our various company-sponsored
employee benefit plans for each three month period based on one
quarter of the estimated annual expense.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Adoption of New Accounting Standards
In June 2016, the Financial Accounting Standards Board ("FASB")
issued an accounting standards update ("ASU") introducing an
expected credit loss methodology for the measurement of financial
assets not accounted for at fair value. The methodology replaced
the probable, incurred loss model for those assets. We adopted this
standard on January 1, 2020. Upon adoption, we updated our process
for calculating our allowance for credit losses to include
reasonable and supportable forecasts that could affect expected
collectability. In the third quarter of 2020, we decreased our
allowance for credit losses by $6 million (an increase of $44
million year to date) based upon our current forecasts that reflect
slight improvements in the economic outlook.
In January 2017, the FASB issued an ASU to simplify the accounting
for goodwill impairment by eliminating the requirement to calculate
the implied fair value of goodwill using a hypothetical purchase
price allocation. Under this ASU, goodwill impairment is the amount
by which a reporting unit’s carrying value exceeds its fair value,
not to exceed the carrying amount of goodwill. We adopted this
standard on January 1, 2020. Upon adoption, this ASU did not have a
material impact on our consolidated financial position, results of
operations or cash flows.
In March 2020, the FASB issued an ASU to temporarily ease the
potential burden in accounting for reference rate reform. The
update provides optional expedients and exceptions for applying
GAAP to contracts, hedging relationships and other transactions
affected by reference rate reform. The guidance was effective upon
issuance and generally can be applied through December 31, 2022. We
are evaluating the potential impacts of reference rate reform on
our various contractual positions to determine whether we may apply
any of the practical expedients set forth in this
update.
For accounting standards adopted in the period ended September 30,
2019, refer to note 1 to our audited, consolidated financial
statements in our Annual Report on Form 10-K for the year
ended December 31, 2019.
Other 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 or cash flows.
Accounting Standards Issued But Not Yet Effective
In December 2019, the FASB issued an ASU to simplify the accounting
for income taxes. The update removes certain exceptions to the
general income tax principles. The update will be effective for us
in the first quarter of 2021. We are evaluating the impact of its
adoption on our consolidated financial statements and internal
control over financial reporting environment, but do not expect
this ASU to have a material impact on our consolidated financial
position, results of operations or cash flows.
Other accounting pronouncements issued before, but not effective
until after, September 30, 2020, are not expected to have a
material impact on our consolidated financial position, results of
operations or cash flows.
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”), whether carried out by or
arranged by UPS, either domestically or internationally, which
generally occurs over a short period of time. Additionally, we
provide value-added logistics services to customers, both
domestically and internationally, through our global network of
company-owned and leased distribution centers and field stocking
locations.
Disaggregation of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Revenue: |
|
|
|
|
|
|
|
Next Day Air |
$ |
2,098 |
|
|
$ |
2,146 |
|
|
$ |
6,137 |
|
|
$ |
6,160 |
|
Deferred |
1,378 |
|
|
1,248 |
|
|
3,873 |
|
|
3,494 |
|
Ground |
9,749 |
|
|
8,061 |
|
|
27,745 |
|
|
23,431 |
|
U.S. Domestic Package |
13,225 |
|
|
11,455 |
|
|
37,755 |
|
|
33,085 |
|
|
|
|
|
|
|
|
|
Domestic |
776 |
|
|
689 |
|
|
2,183 |
|
|
2,069 |
|
Export |
3,153 |
|
|
2,673 |
|
|
8,538 |
|
|
7,972 |
|
Cargo & Other |
158 |
|
|
132 |
|
|
454 |
|
|
417 |
|
International Package |
4,087 |
|
|
3,494 |
|
|
11,175 |
|
|
10,458 |
|
|
|
|
|
|
|
|
|
Forwarding |
1,753 |
|
|
1,472 |
|
|
4,897 |
|
|
4,384 |
|
Logistics |
1,040 |
|
|
846 |
|
|
2,862 |
|
|
2,511 |
|
Freight |
870 |
|
|
852 |
|
|
2,360 |
|
|
2,486 |
|
Other |
263 |
|
|
199 |
|
|
683 |
|
|
602 |
|
Supply Chain & Freight |
3,926 |
|
|
3,369 |
|
|
10,802 |
|
|
9,983 |
|
|
|
|
|
|
|
|
|
Consolidated revenue |
$ |
21,238 |
|
|
$ |
18,318 |
|
|
$ |
59,732 |
|
|
$ |
53,526 |
|
We account for a contract when both parties have approved the
contract and are committed to perform their obligations, the rights
of the parties are identified, payment terms are identified, the
contract has commercial substance and collectability of
consideration is probable.
Performance Obligations
A performance obligation is a promise in a contract to transfer a
distinct good or service to the customer, and is the basis of
revenue recognition in accordance with GAAP. To determine the
proper revenue recognition method for contracts, we evaluate
whether two or more contracts should be combined and accounted for
as a single contract, and whether the combined or single contract
should be accounted for as more than one performance obligation.
This evaluation requires judgment, and the decision to combine a
group of contracts or separate the combined or single contract into
multiple performance obligations could change the amount of revenue
and profit recorded in a given period. Within most of our
contracts, the customer contracts with us to provide distinct
services, such as transportation services. The vast majority of our
contracts with customers for transportation services include only
one performance obligation; the transportation services themselves.
However, if a contract is separated into more than one performance
obligation, we allocate the total transaction price to each
performance obligation based on the estimated relative standalone
selling prices of the promised goods or services underlying each
performance obligation. We frequently sell standard transportation
services with observable standalone sales prices. In these
instances, the observable standalone sales are used to determine
the standalone selling price.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In certain business units, such as Logistics, we sell customized,
customer-specific solutions in which we integrate a complex set of
tasks and components into a single capability (even if that single
capability results in the delivery of multiple units). Hence, the
entire contract is accounted for as one performance obligation. In
these cases we typically use the expected cost plus a margin
approach to estimate the standalone selling price of each
performance obligation.
Satisfaction of Performance Obligations
We generally recognize revenue over time as we perform the services
in the contract because of the continuous transfer of control to
the customer. Our customers receive the benefit of our services as
the goods are transported from one location to another. Further, if
we were unable to complete delivery to the final location, another
entity would not need to re-perform the transportation service
already performed.
As control transfers over time, revenue is recognized based on the
extent of progress towards completion of the performance
obligation. The selection of the method to measure progress towards
completion requires judgment and is based on the nature of the
products or services to be provided. We use the cost-to-cost
measure of progress for our package delivery contracts because it
best depicts the transfer of control to the customer which occurs
as we incur costs on our contracts. Under the cost-to-cost measure
of progress, the extent of progress towards completion is measured
based on the ratio of costs incurred to date to the total estimated
costs at completion of the performance obligation. Revenues,
including ancillary or accessorial fees and reductions for
estimated customer incentives, are recorded proportionally as costs
are incurred. Costs to fulfill include labor and other direct costs
and an allocation of indirect costs. For our freight and freight
forwarding contracts, an output method of progress based on
time-in-transit is utilized as the timing of costs incurred does
not best depict the transfer of control to the customer. In our
Logistics business, we have a right to consideration from customers
in an amount that corresponds directly with the value to the
customers of our performance completed to date, and as such, we
recognize revenue in the amount to which we have a right to invoice
the customer.
Variable Consideration
It is common for our contracts to contain customer incentives,
guaranteed service refunds or other provisions that can either
increase or decrease the transaction price. These variable amounts
are generally dependent upon achievement of certain incentive tiers
or performance metrics. We estimate variable consideration at the
most likely amount to which we expect to be entitled. We include
estimated amounts of revenue, which may be reduced by incentives or
other contract provisions, in the transaction price to the extent
it is probable that a significant reversal of cumulative revenue
recognized will not occur when the uncertainty associated with the
variable consideration is resolved. Our estimates of variable
consideration and determination of whether to include estimated
amounts in the transaction price are based on an assessment of
anticipated customer spending and all information (historical,
current and forecasted) that is reasonably available to
us.
Contract Modifications
Contracts are often modified to account for changes in the rates we
charge our customers or to add additional distinct services. We
consider contract modifications to exist when the modification
either creates new, or changes the existing, enforceable rights and
obligations. Contract modifications that add additional distinct
goods or services are treated as separate contracts. Contract
modifications that do not add distinct goods or services typically
change the price of existing services. These contract modifications
are accounted for prospectively as the remaining performance
obligations are distinct.
Payment Terms
Under the typical payment terms of our customer contracts, the
customer pays at periodic intervals, which are generally seven days
within our U.S. Domestic Package business, for shipments included
on invoices received. Invoices are generated each week on the
week-ending day, which is Saturday for the majority of our U.S.
Domestic Package business, but could be another day depending on
the business unit or the specific agreement with the customer. It
is not customary business practice to extend payment terms past 90
days, and as such, we do not have a practice of including a
significant financing component within our contracts with
customers.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Principal vs. Agent Considerations
In our transportation businesses, we utilize independent
contractors and third-party carriers in the performance of some
transportation services. GAAP requires us to evaluate, using a
control model, whether our businesses themselves promise to
transfer services to the customer (as the principal) or to arrange
for services to be provided by another party (as the agent). Based
on our evaluation of the control model, we determined that all of
our major businesses act as the principal rather than the agent
within their revenue arrangements. Revenue and the associated
purchased transportation costs are both reported on a gross basis
within our statements of consolidated income.
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. These estimates require 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.
In the third quarter, we decreased our allowance for expected
credit losses by $6 million (an increase of $44 million year to
date) based upon current forecasts that reflect slight improvements
in the economic outlook. Our allowance for credit losses as of
September 30, 2020 and December 31, 2019 was $160 and $93
million, respectively. Amounts for credit losses charged to expense
before recoveries during the three months ended September 30,
2020 and 2019 were $51 and $40 million, respectively, and for the
nine months ended September 30, 2020 and 2019 were $204 and $145
million, respectively.
Contract Assets and Liabilities
Contract assets include billed and unbilled amounts resulting from
in-transit packages, as we have an unconditional right to payment
only once all performance obligations have been completed (i.e.,
packages have been delivered), and our right to payment is not
solely based on the passage of time. Amounts may 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 of consideration 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
advance payment will be earned. We classify deferred revenue as
current based on the timing of when we expect to recognize revenue,
which typically occurs within a short window after period-end. The
full balance of deferred revenue is converted each quarter 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.
Contract assets related to in-transit packages were $368 and $272
million at September 30, 2020 and December 31, 2019,
respectively, net of deferred revenue related to in-transit
packages of $463 and $264 million at September 30, 2020 and
December 31, 2019, respectively. Contract assets are included
within "Other current assets" in the consolidated balance sheets.
Short-term contract liabilities related to advance payments from
customers were $8 and $7 million at September 30, 2020 and
December 31, 2019, respectively. Short-term contract liabilities
are included within "Other current liabilities" in the consolidated
balance sheets. Long-term contract liabilities related to advance
payments from customers were $26 million at both September 30,
2020 and December 31, 2019. Long-term contract liabilities are
included within "Other Non-Current Liabilities" in the consolidated
balance sheets.
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, which permit the grant of non-qualified and incentive stock
options, stock appreciation rights, restricted stock and stock
units, and restricted performance shares and performance units to
eligible employees (restricted stock and stock units, restricted
performance shares and performance units are herein referred to as
"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 accrued on Restricted
Units are reinvested in additional Restricted Units at each
dividend payable date and are subject to the same vesting and
forfeiture conditions as the underlying Restricted Units upon which
they are earned.
The primary compensation programs offered under the UPS Incentive
Compensation Plan include the UPS Management Incentive Award
program, the UPS Long-Term Incentive Performance Award program and
the UPS Stock Option program. We also maintain an employee stock
purchase plan which allows eligible employees to purchase shares of
UPS class A common stock at a discount. Additionally, our matching
contributions to the primary employee defined contribution savings
plan are made in shares of UPS class A common stock.
Management Incentive Award Program ("MIP")
We award Restricted Units under the MIP to certain eligible
management employees. For Restricted Units granted under the MIP
prior to 2019, vesting generally occurs ratably over a five-year
period on January 15th of each of the years following the grant
date (except in the case of death, disability or retirement, in
which case immediate vesting occurs). The grant value is expensed
on a straight-line basis (less estimated forfeitures) over the
requisite service period (except in the case of death, disability
or retirement, in which case immediate expensing occurs). These
historical awards will continue to vest through 2023.
Beginning with the MIP grant in the first quarter of 2019,
Restricted Units vest one year following the grant date (except in
the case of death, disability or retirement, in which case
immediate vesting occurs). The grant value is expensed on a
straight-line basis (less estimated forfeitures) over the requisite
service period (except in the case of death, disability or
retirement, in which case immediate expensing occurs).
Based on the date that the eligible management population and
performance targets were approved for the 2019 MIP, we determined
the award measurement dates to be February 6, 2020 (for U.S.-based
employees), February 12, 2020 (for executive management) and March
23, 2020 (for international-based employees); therefore, the
Restricted Units awarded were valued for stock compensation expense
purposes using the closing New York Stock Exchange ("NYSE") price
of $106.51, $105.54 and $91.90 on those dates,
respectively.
Long-Term Incentive Performance Award Program ("LTIP")
We award Restricted Units under the LTIP to certain eligible
management employees. These Restricted Units generally vest at
the end of a three-year performance period (except in the case of
death, disability or retirement, in which case immediate vesting
occurs on a prorated basis). The number of Restricted Units earned
is based on the achievement of the performance targets established
on the grant date.
For awards granted prior to 2020, the performance targets are
equally-weighted among consolidated operating return on invested
capital ("ROIC"), growth in currency-constant consolidated revenue
and total shareholder return ("RTSR") relative to a peer group of
companies. For the two-thirds of the award related to ROIC and
growth in currency-constant consolidated revenue, we recognize the
grant date fair value of these Restricted Units (less estimated
forfeitures) as compensation expense ratably over the vesting
period, based on the number of awards expected to be earned. The
remaining one-third of the award related to RTSR is valued using a
Monte Carlo model. We recognize the grant date fair value of this
portion of the award (less estimated forfeitures) as compensation
expense ratably over the vesting period.
Beginning with the LTIP grant that was made in the second quarter
of 2020, the performance targets are equally weighted between
adjusted earnings per share and adjusted cumulative free cash flow.
The final number of Restricted Units earned will then be subject to
adjustment based on RTSR relative to the Standard & Poors 500
Index ("S&P 500"). We determine the grant date fair value of
the Restricted Units 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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the 2020 award, the LTIP will be subdivided into two
measurement periods. The first measurement period will evaluate the
achievement of the performance targets for the year 2020. The
second measurement period will evaluate the achievement of the
performance targets for the years 2021 through 2022. The
performance targets for the second measurement period will be
determined at a future date.
Based on the date that the eligible management employees and
performance targets were approved for the 2020 LTIP, we determined
the award measurement date for the first measurement period to be
May 13, 2020. The target Restricted Units awarded were valued at
$91.65.
In the second quarter, we awarded a one-time grant of Restricted
Units to one participant that will vest over the same period as the
2020 LTIP. Based on the date that the Compensation Committee
approved this award, we determined the award measurement date for
the first measurement period to be June 1, 2020 and the target
Restricted Units awarded were valued at $99.08 using a Monte Carlo
valuation.
In the third quarter of 2020, we awarded a one-time grant of
Restricted Units to one participant that will vest over the same
period as the 2020 LTIP. Based on the date that the Compensation
Committee approved this award, we determined the award measurement
date for the first measurement period to be August 12, 2020 and the
target Restricted Units awarded were valued at $186.67 using a
Monte Carlo valuation.
The weighted-average assumptions used and the calculated
weighted-average fair values of the first measurement period for
the 2020 LTIP and the RTSR portion of the 2019 LTIP are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
Risk-free interest rate |
0.15 |
% |
|
2.23 |
% |
|
Expected volatility |
27.53 |
% |
|
19.64 |
% |
|
Weighted-average fair value of units granted |
$ |
92.77 |
|
|
$ |
123.44 |
|
|
Share payout |
101.00 |
% |
|
115.04 |
% |
|
There is no expected dividend yield as units earn dividend
equivalents.
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 generally 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 options granted expire
10 years after the date of the grant. In the first quarter, we
granted 0.3 million stock options at a grant price of $105.54,
which was the closing NYSE price on February 12, 2020. In the
second quarter, we granted 0.1 million stock options at a grant
price of $99.28, which was the closing NYSE price on June 1,
2020.
The fair value of each option grant is estimated using the
Black-Scholes option pricing model. The weighted-average
assumptions used and the calculated weighted-average fair values of
options granted in 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
Expected dividend yield |
3.51 |
% |
|
2.94 |
% |
|
|
Risk-free interest rate |
1.26 |
% |
|
2.60 |
% |
|
|
Expected life (in years) |
7.5 |
|
7.5 |
|
|
Expected volatility |
19.25 |
% |
|
17.79 |
% |
|
|
Weighted-average fair value of options granted |
$ |
11.74 |
|
|
$ |
16.34 |
|
|
|
Pre-tax compensation expense for share-based awards recognized in
"Compensation and benefits" on the statements of consolidated
income for the three months ended September 30, 2020 and 2019
was
$140 and $203
million, respectively, and for the nine months ended
September 30, 2020 and 2019 was
$508 and $716 million,
respectively.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. CASH AND INVESTMENTS
The following is a summary of marketable securities classified as
trading and available-for-sale as of September 30, 2020 and
December 31, 2019 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated
Fair Value |
September 30, 2020: |
|
|
|
|
|
|
|
Current trading marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trading marketable securities |
2 |
|
|
— |
|
|
— |
|
|
2 |
|
|
|
|
|
|
|
|
|
Current available-for-sale securities: |
|
|
|
|
|
|
|
U.S. government and agency debt securities |
180 |
|
|
3 |
|
|
— |
|
|
183 |
|
Mortgage and asset-backed debt securities |
33 |
|
|
2 |
|
|
— |
|
|
35 |
|
Corporate debt securities |
167 |
|
|
4 |
|
|
— |
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. government debt securities |
11 |
|
|
— |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale marketable securities |
391 |
|
|
9 |
|
|
— |
|
|
400 |
|
|
|
|
|
|
|
|
|
Total current marketable securities |
$ |
393 |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
402 |
|
|
|
|
|
|
|
|
|
|
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated
Fair Value |
December 31, 2019: |
|
|
|
|
|
|
|
Current trading marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
$ |
112 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
112 |
|
|
|
|
|
|
|
|
|
Equity securities |
2 |
|
|
— |
|
|
— |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trading marketable securities |
114 |
|
|
— |
|
|
— |
|
|
114 |
|
|
|
|
|
|
|
|
|
Current available-for-sale securities: |
|
|
|
|
|
|
|
U.S. government and agency debt securities |
191 |
|
|
2 |
|
|
— |
|
|
193 |
|
Mortgage and asset-backed debt securities |
46 |
|
|
1 |
|
|
— |
|
|
47 |
|
Corporate debt securities |
130 |
|
|
3 |
|
|
— |
|
|
133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. government debt securities |
16 |
|
|
— |
|
|
— |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale marketable securities |
383 |
|
|
6 |
|
|
— |
|
|
389 |
|
|
|
|
|
|
|
|
|
Total current marketable securities |
$ |
497 |
|
|
$ |
6 |
|
|
$ |
— |
|
|
$ |
503 |
|
|
Investment Impairments
We have concluded that no material impairment losses existed as of
September 30, 2020. 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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Maturity Information
The amortized cost and estimated fair value of marketable
securities at September 30, 2020, 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 |
$ |
29 |
|
|
$ |
30 |
|
Due after one year through three years |
315 |
|
|
320 |
|
Due after three years through five years |
8 |
|
|
8 |
|
Due after five years |
39 |
|
|
42 |
|
|
391 |
|
|
400 |
|
Equity securities |
2 |
|
|
2 |
|
|
$ |
393 |
|
|
$ |
402 |
|
Non-Current Investments and Restricted Cash
We held a
$22
and $21 million investment in a variable life insurance policy to
fund benefits for the UPS Excess Coordinating Benefit Plan at
September 30, 2020 and December 31, 2019, respectively.
The quarterly change in investment fair value is recognized in
"Investment income and other" in the statements of consolidated
income. Additionally, we held escrowed cash related to the
acquisition and disposition of certain assets of
$2
and $3 million as of September 30, 2020 and
December 31, 2019, respectively. We previously held various
marketable securities and cash equivalents as collateral under an
escrow agreement to guarantee our self-insurance obligations. In
2019, we liquidated this investment balance and pledged the
required collateral with a surety bond. At September 30, 2020
and December 31, 2019, we had $1 and $0 million, respectively,
in restricted cash.
A reconciliation of cash and cash equivalents and restricted cash
from the consolidated balance sheets to the statements of
consolidated cash flows is shown below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
|
December 31, 2019 |
|
September 30, 2019 |
Cash and cash equivalents |
|
$ |
8,839 |
|
|
$ |
5,238 |
|
|
$ |
4,040 |
|
Restricted cash |
|
1 |
|
|
— |
|
|
145 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
8,840 |
|
|
$ |
5,238 |
|
|
$ |
4,185 |
|
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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents information about our investments
measured at fair value on a recurring basis as of
September 30, 2020 and December 31, 2019, 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) |
|
Balance |
September 30, 2020: |
|
|
|
|
|
|
|
Marketable Securities: |
|
|
|
|
|
|
|
U.S. government and agency debt securities |
$ |
183 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
183 |
|
Mortgage and asset-backed debt securities |
— |
|
|
35 |
|
|
— |
|
|
35 |
|
Corporate debt securities |
— |
|
|
171 |
|
|
— |
|
|
171 |
|
|
|
|
|
|
|
|
|
Equity securities |
— |
|
|
2 |
|
|
— |
|
|
2 |
|
Non-U.S. government debt securities |
— |
|
|
11 |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
183 |
|
|
219 |
|
|
— |
|
|
402 |
|
Other non-current investments |
22 |
|
|
— |
|
|
— |
|
|
22 |
|
Total |
$ |
205 |
|
|
$ |
219 |
|
|
$ |
— |
|
|
$ |
424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019: |
|
|
|
|
|
|
|
Marketable Securities: |
|
|
|
|
|
|
|
U.S. government and agency debt securities |
$ |
193 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
193 |
|
Mortgage and asset-backed debt securities |
— |
|
|
47 |
|
|
— |
|
|
47 |
|
Corporate debt securities |
— |
|
|
245 |
|
|
— |
|
|
245 |
|
|
|
|
|
|
|
|
|
Equity securities |
— |
|
|
2 |
|
|
— |
|
|
2 |
|
|
|
|
|
|
|
|
|
Non-U.S. government debt securities |
— |
|
|
16 |
|
|
— |
|
|
16 |
|
|
|
|
|
|
|
|
|
Total marketable securities |
193 |
|
|
310 |
|
|
— |
|
|
503 |
|
Other non-current investments |
21 |
|
|
— |
|
|
1 |
|
|
22 |
|
Total |
$ |
214 |
|
|
$ |
310 |
|
|
$ |
1 |
|
|
$ |
525 |
|
There were no transfers of investments between Level 1 and
Level 2 during the nine months ended September 30, 2020
or 2019.
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, 2020 and
December 31, 2019 consisted of the following (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Vehicles |
$ |
10,604 |
|
|
$ |
10,613 |
|
Aircraft |
19,672 |
|
|
19,045 |
|
Land |
2,146 |
|
|
2,087 |
|
Buildings |
5,575 |
|
|
5,046 |
|
Building and leasehold improvements |
4,888 |
|
|
4,898 |
|
Plant equipment |
14,088 |
|
|
13,849 |
|
Technology equipment |
2,695 |
|
|
2,206 |
|
Construction-in-progress |
2,940 |
|
|
1,983 |
|
|
62,608 |
|
|
59,727 |
|
Less: Accumulated depreciation and amortization |
(30,444) |
|
|
(29,245) |
|
|
$ |
32,164 |
|
|
$ |
30,482 |
|
Property, plant and equipment purchased on account was
$835
and $372 million as of September 30, 2020 and December 31,
2019, respectively.
We continually monitor our aircraft fleet utilization in light of
current and projected volume levels, aviation fuel prices and other
factors. Additionally, we monitor all other property, plant and
equipment categories for any indicators that the carrying value of
the assets may not be recoverable. There were no material
impairment charges during the nine months ended September 30,
2020 or 2019.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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, 2020 and 2019 is as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Benefits |
|
U.S. Postretirement
Medical Benefits |
|
International
Pension Benefits |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Three Months Ended September 30: |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
$ |
463 |
|
|
$ |
360 |
|
|
$ |
7 |
|
|
$ |
6 |
|
|
$ |
17 |
|
|
$ |
15 |
|
Interest cost |
495 |
|
|
516 |
|
|
23 |
|
|
27 |
|
|
10 |
|
|
12 |
|
Expected return on assets |
(887) |
|
|
(782) |
|
|
(2) |
|
|
(2) |
|
|
(22) |
|
|
(19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
55 |
|
|
55 |
|
|
1 |
|
|
2 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
$ |
126 |
|
|
$ |
149 |
|
|
$ |
29 |
|
|
$ |
33 |
|
|
$ |
5 |
|
|
$ |
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Benefits |
|
U.S. Postretirement
Medical Benefits |
|
International
Pension Benefits |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Nine Months Ended September 30: |
|
|
|
|
|
|
|
|
|
|
|
Service cost |
$ |
1,390 |
|
|
$ |
1,079 |
|
|
$ |
22 |
|
|
$ |
18 |
|
|
$ |
50 |
|
|
$ |
43 |
|
Interest cost |
1,483 |
|
|
1,550 |
|
|
68 |
|
|
81 |
|
|
30 |
|
|
35 |
|
Expected return on assets |
(2,662) |
|
|
(2,347) |
|
|
(6) |
|
|
(6) |
|
|
(64) |
|
|
(57) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
164 |
|
|
164 |
|
|
5 |
|
|
5 |
|
|
1 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
$ |
375 |
|
|
$ |
446 |
|
|
$ |
89 |
|
|
$ |
98 |
|
|
$ |
17 |
|
|
$ |
22 |
|
The components of net periodic benefit cost other than current
service cost are presented within “Investment income and other” in
the statements of consolidated income.
During the first nine months of 2020, we contributed $1.1 billion
and $242 million to our company-sponsored pension and U.S.
postretirement medical benefit plans, respectively. We currently
expect to contribute approximately $24 million over the remainder
of the year to our pension benefit plans. Subject to market
conditions, we continually evaluate opportunities for additional
discretionary pension contributions.
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 annual contribution
increases allotted to the plans that we participate in, and we are
in compliance with these contribution rates. These limitations on
annual contribution rates will remain in effect throughout the
terms of the existing collective bargaining
agreements.
As of September 30, 2020 and December 31, 2019, we had
$839 and $845 million, respectively, recorded in "Other Non-Current
Liabilities" and $7 million as of both September 30, 2020 and
December 31, 2019, recorded in "Other current liabilities" on
our consolidated balance sheets associated with our previous
withdrawal from a multiemployer pension plan. This liability is
payable in equal monthly installments over a remaining term of
approximately 42 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,
2020 and December 31, 2019 was $991 and $929 million,
respectively. We utilized Level 2 inputs in the fair value
hierarchy of valuation techniques to determine the fair value of
this liability.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
UPS was a contributing employer to the Central States Pension Fund
(“CSPF”) until 2007 when we withdrew from the CSPF and fully funded
our allocable share of unfunded vested benefits by paying a $6.1
billion withdrawal liability. 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
lawfully reduced by the CSPF in the future consistent with the
terms of our withdrawal agreement with the CSPF. Under our
withdrawal agreement with the CSPF, benefits to the UPS Transfer
Group cannot be reduced without our consent and can only be reduced
in accordance with applicable law.
In December 2014, Congress passed the Multiemployer Pension Reform
Act (“MPRA”). This change in law for the first time permitted
multiemployer pension plans to reduce benefit payments to retirees,
subject to specific guidelines in the statute and government
approval. In September 2015, the CSPF submitted a proposed pension
benefit reduction plan to the U.S. Department of the Treasury
(“Treasury”). In May 2016, Treasury rejected the proposed plan
submitted by the CSPF. In the first quarter of 2018, Congress
established a Joint Select Committee to develop a recommendation to
improve the solvency of multiemployer plans and the Pension Benefit
Guaranty Corporation (“PBGC”) before a November 30, 2018 deadline.
While the Committee’s efforts failed to meet its deadline, the
Committee made significant progress towards finding solutions that
will address the long-term solvency of multiemployer pension plans.
In the third quarter of 2019, the U.S. House of Representatives
passed the Rehabilitation for Multiemployer Pensions Act of 2019 to
provide assistance to critical and declining multiemployer pension
plans. Additionally, in 2020, the U.S. House of Representatives
passed two versions of the Health and Economic Recovery Omnibus
Emergency Solutions Act ("HEROES Act"), which would provide
financial support to those same plans. These bills are with the
U.S. Senate for consideration. UPS will continue to work with all
stakeholders, including legislators and regulators, to implement an
acceptable solution.
The CSPF has said that it believes a legislative solution to its
funded status is necessary or that it will become insolvent in
2025, and we expect that the CSPF will continue to explore options
to avoid insolvency. Numerous factors could affect the CSPF’s
funded status and UPS’s potential obligation to pay coordinating
benefits under the UPS/IBT Plan. Any obligation to pay coordinating
benefits will be subject to a number of significant uncertainties,
including whether the CSPF submits a revised MPRA filing and the
terms thereof, or whether it otherwise seeks federal government
assistance, as well as the terms of any applicable legislation, the
extent to which benefits are paid by the PBGC and our ability to
successfully defend legal positions we may take in the future under
the MPRA, including the suspension ordering provisions, our
withdrawal agreement and other applicable law.
We account for the potential obligation to pay coordinating
benefits to the UPS Transfer Group under Accounting Standards
Codification Topic 715- Compensation- Retirement Benefits (“ASC
715”), which requires us to provide a best estimate of various
actuarial assumptions, including the eventual outcome of this
matter, in measuring our pension benefit obligation at the December
31st measurement date. While we currently believe the most likely
outcome to this matter and the broader systemic problems facing
multiemployer pension plans is intervention by the federal
government, ASC 715 does not permit anticipation of changes in law
in making a best estimate of pension liabilities.
As such, our best estimate of the next most likely outcome at the
December 31, 2019 measurement date was that the CSPF would submit
and implement another benefit reduction plan under the MPRA during
2020. We believe any MPRA filing would be designed to forestall
insolvency by reducing benefits to participants other than the UPS
Transfer Group to the maximum extent permitted, and then reducing
benefits to the UPS Transfer Group by a lesser amount.
We evaluated this outcome using a deterministic cash flow
projection, reflecting updated estimated CSPF cash flows and
investment earnings, the lack of legislative action and the absence
of a MPRA filing by the CSPF in 2019. As a result, at the December
31, 2019 measurement date, the best estimate of our projected
benefit obligation for coordinating benefits that may be required
to be directly provided by the UPS/IBT Plan to the UPS Transfer
Group was $2.6 billion.
The future value of this estimate will be influenced by the terms
and timing of any MPRA filing, changes in our discount rate, rate
of return on assets and other actuarial assumptions, presumed
solvency of the PBGC, as well as potential solutions resulting from
federal government intervention. Any such event may result in a
decrease or an increase in the best estimate of our projected
benefit obligation. If the uncertainties are not resolved, it is
reasonably possible that our projected benefit obligation could
increase by approximately $2.2 billion at the December 31, 2020
measurement date, resulting in a total obligation for coordinating
benefits of approximately $4.8 billion. If a future change in law
occurs, it may be a significant event requiring an interim
remeasurement of the UPS/IBT Plan at the date the law is enacted.
We will continue to assess the impact of these uncertainties on our
projected benefit obligation in accordance with ASC
715.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Collective Bargaining Agreements
We have approximately 290,000 employees employed under a national
master agreement and various supplemental agreements with local
unions affiliated with the Teamsters. The current National Master
Agreement ("NMA") was ratified on April 28, 2019 and runs through
July 31, 2023. Most of the economic provisions of the NMA are
retroactive to August 1, 2018, which is the effective date of the
NMA. The UPS Freight business unit national master agreement was
ratified on November 11, 2018.
We have approximately 2,900 pilots who are employed under a
collective bargaining agreement with the Independent Pilots
Association ("IPA"). This collective bargaining agreement becomes
amendable September 1, 2023.
We have approximately 1,500 airline mechanics who are covered by a
collective bargaining agreement with Teamsters Local 2727 which
becomes amendable November 1, 2023. In addition, approximately
3,300 of our auto and maintenance mechanics who are not employed
under agreements with the Teamsters are employed under collective
bargaining agreements with the International Association of
Machinists and Aerospace Workers (“IAM”). The collective bargaining
agreement with the IAM runs through July 31, 2024.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. GOODWILL AND INTANGIBLE ASSETS
The following table indicates the allocation of goodwill by
reportable segment as of September 30, 2020 and
December 31, 2019 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Domestic
Package |
|
International
Package |
|
Supply Chain &
Freight |
|
Consolidated |
December 31, 2019: |
$ |
715 |
|
|
$ |
416 |
|
|
$ |
2,682 |
|
|
$ |
3,813 |
|
Acquired |
— |
|
|
— |
|
|
— |
|
|
— |
|
Currency / Other
|
— |
|
|
(2) |
|
|
5 |
|
|
3 |
|
September 30, 2020: |
$ |
715 |
|
|
$ |
414 |
|
|
$ |
2,687 |
|
|
$ |
3,816 |
|
The change in goodwill for both the International Package and
Supply Chain & Freight segments was primarily due to the impact
of changes in the value of the U.S. Dollar on the translation of
non-U.S. Dollar goodwill balances.
Goodwill Impairment
We completed our annual goodwill impairment assessment for all
reporting units and indefinite-lived intangible assets as of July
1, 2020 and determined that no impairments had occurred. We
continue to monitor our reporting units and indefinite-lived
intangible assets for indications of triggering events that would
require an update to our annual impairment evaluation between the
annual assessment date and December 31, 2020. There were no
triggering events identified during the third quarter.
The following is a summary of intangible assets as of
September 30, 2020 and December 31, 2019 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Value |
September 30, 2020: |
|
|
|
|
|
Capitalized software |
$ |
4,460 |
|
|
$ |
(2,890) |
|
|
$ |
1,570 |
|
Licenses |
156 |
|
|
(84) |
|
|
72 |
|
Franchise rights |
158 |
|
|
(112) |
|
|
46 |
|
Customer relationships |
720 |
|
|
(325) |
|
|
395 |
|
Trade name |
200 |
|
|
— |
|
|
200 |
|
Trademarks, patents and other |
23 |
|
|
(17) |
|
|
6 |
|
Total Intangible Assets, Net |
$ |
5,717 |
|
|
$ |
(3,428) |
|
|
$ |
2,289 |
|
December 31, 2019: |
|
|
|
|
|
Capitalized software |
$ |
4,125 |
|
|
$ |
(2,704) |
|
|
$ |
1,421 |
|
Licenses |
117 |
|
|
(64) |
|
|
53 |
|
Franchise rights |
146 |
|
|
(109) |
|
|
37 |
|
Customer relationships |
730 |
|
|
(282) |
|
|
448 |
|
Trade name |
200 |
|
|
— |
|
|
200 |
|
Trademarks, patents and other |
29 |
|
|
(21) |
|
|
8 |
|
Total Intangible Assets, Net |
$ |
5,347 |
|
|
$ |
(3,180) |
|
|
$ |
2,167 |
|
As of September 30, 2020, we had a trade name with a carrying
value of $200 million and licenses with a carrying value of $4
million, which are deemed to be indefinite-lived intangible assets
and are included in the table above.
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. We have
recorded $4 million in impairment charges for finite-lived
intangible assets during 2020. There was no impairment in
2019.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. DEBT AND FINANCING ARRANGEMENTS
The carrying value of our outstanding debt as of September 30,
2020 and December 31, 2019 consisted of the following (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
Amount |
|
|
|
Carrying Value |
|
|
|
|
|
|
|
|
|
|
Maturity |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Commercial paper |
$ |
1,202 |
|
|
2021 |
|
$ |
1,202 |
|
|
$ |
3,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.125% senior notes
|
1,500 |
|
|
2021 |
|
1,516 |
|
|
1,524 |
|
|
|
|
|
|
|
|
|
2.050% senior notes
|
700 |
|
|
2021 |
|
700 |
|
|
699 |
|
|
|
|
|
|
|
|
|
2.450% senior notes
|
1,000 |
|
|
2022 |
|
1,031 |
|
|
1,003 |
|
|
|
|
|
|
|
|
|
2.350% senior notes
|
600 |
|
|
2022 |
|
599 |
|
|
598 |
|
|
|
|
|
|
|
|
|
2.500% senior notes
|
1,000 |
|
|
2023 |
|
996 |
|
|
995 |
|
|
|
|
|
|
|
|
|
2.800% senior notes
|
500 |
|
|
2024 |
|
497 |
|
|
497 |
|
|
|
|
|
|
|
|
|
2.200% senior notes
|
400 |
|
|
2024 |
|
398 |
|
|
398 |
|
|
|
|
|
|
|
|
|
3.900% senior notes
|
1,000 |
|
|
2025 |
|
995 |
|
|
— |
|
|
|
|
|
|
|
|
|
2.400% senior notes
|
500 |
|
|
2026 |
|
498 |
|
|
498 |
|
|
|
|
|
|
|
|
|
3.050% senior notes
|
1,000 |
|
|
2027 |
|
993 |
|
|
992 |
|
|
|
|
|
|
|
|
|
3.400% senior notes
|
750 |
|
|
2029 |
|
745 |
|
|
745 |
|
|
|
|
|
|
|
|
|
2.500% senior notes
|
400 |
|
|
2029 |
|
397 |
|
|
397 |
|
|
|
|
|
|
|
|
|
4.450% senior notes
|
750 |
|
|
2030 |
|
743 |
|
|
— |
|
|
|
|
|
|
|
|
|
6.200% senior notes
|
1,500 |
|
|
2038 |
|
1,483 |
|
|
1,483 |
|
|
|
|
|
|
|
|
|
5.200% senior notes
|
500 |
|
|
2040 |
|
493 |
|
|
— |
|
|
|
|
|
|
|
|
|
4.875% senior notes
|
500 |
|
|
2040 |
|
490 |
|
|
490 |
|
|
|
|
|
|
|
|
|
3.625% senior notes
|
375 |
|
|
2042 |
|
368 |
|
|
368 |
|
|
|
|
|
|
|
|
|
3.400% senior notes
|
500 |
|
|
2046 |
|
491 |
|
|
491 |
|
|
|
|
|
|
|
|
|
3.750% senior notes
|
1,150 |
|
|
2047 |
|
1,137 |
|
|
1,136 |
|
|
|
|
|
|
|
|
|
4.250% senior notes
|
750 |
|
|
2049 |
|
742 |
|
|
742 |
|
|
|
|
|
|
|
|
|
3.400% senior notes
|
700 |
|
|
2049 |
|
688 |
|
|
688 |
|
|
|
|
|
|
|
|
|
5.300% senior notes
|
1,250 |
|
|
2050 |
|
1,231 |
|
|
— |
|
|
|
|
|
|
|
|
|
Floating-rate senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating-rate senior notes |
350 |
|
|
2021 |
|
350 |
|
|
349 |
|
|
|
|
|
|
|
|
|
Floating-rate senior notes |
400 |
|
|
2022 |
|
399 |
|
|
399 |
|
|
|
|
|
|
|
|
|
Floating-rate senior notes |
500 |
|
|
2023 |
|
499 |
|
|
499 |
|
|
|
|
|
|
|
|
|
Floating-rate senior notes |
1,039 |
|
|
2049-2067 |
|
1,027 |
|
|
1,028 |
|
|
|
|
|
|
|
|
|
8.375% Debentures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.375% debentures
|
— |
|
|
2020 |
|
— |
|
|
426 |
|
|
|
|
|
|
|
|
|
8.375% debentures
|
276 |
|
|
2030 |
|
281 |
|
|
281 |
|
|
|
|
|
|
|
|
|
Pound Sterling notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.500% notes
|
86 |
|
|
2031 |
|
85 |
|
|
86 |
|
|
|
|
|
|
|
|
|
5.125% notes
|
585 |
|
|
2050 |
|
554 |
|
|
566 |
|
|
|
|
|
|
|
|
|
Euro senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.375% notes
|
820 |
|
|
2023 |
|
816 |
|
|
779 |
|
|
|
|
|
|
|
|
|
1.625% notes
|
820 |
|
|
2025 |
|
816 |
|
|
779 |
|
|
|
|
|
|
|
|
|
1.000% notes
|
585 |
|
|
2028 |
|
582 |
|
|
556 |
|
|
|
|
|
|
|
|
|
1.500% notes
|
585 |
|
|
2032 |
|
582 |
|
|
556 |
|
|
|
|
|
|
|
|
|
Floating-rate senior notes |
— |
|
|
2020 |
|
— |
|
|
559 |
|
|
|
|
|
|
|
|
|
Canadian senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.125% notes
|
560 |
|
|
2024 |
|
558 |
|
|
571 |
|
|
|
|
|
|
|
|
|
Finance lease obligations |
411 |
|
|
2020-2210 |
|
411 |
|
|
498 |
|
|
|
|
|
|
|
|
|
Facility notes and bonds |
320 |
|
|
2029-2045 |
|
320 |
|
|
320 |
|
|
|
|
|
|
|
|
|
Other debt |
5 |
|
|
2020-2025 |
|
5 |
|
|
8 |
|
|
|
|
|
|
|
|
|
Total debt |
$ |
25,869 |
|
|
|
|
25,718 |
|
|
25,238 |
|
|
|
|
|
|
|
|
|
Less: Current maturities |
|
|
|
|
(2,382) |
|
|
(3,420) |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
$ |
23,336 |
|
|
$ |
21,818 |
|
|
|
|
|
|
|
|
|
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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. We had the
following amounts outstanding under these programs as of
September 30, 2020: $935 million with an average interest rate
of 0.12% and €228 million ($267 million) with an average interest
rate of -0.28%. As of September 30, 2020, we have classified
the entire commercial paper balance as a current liability on our
consolidated balance sheets.
Debt Classification
We have classified a portion of our debt instruments that mature
within twelve months and certain floating-rate senior notes with
put options as long-term due to our intent and ability to refinance
the debt.
Debt Repayments
On July 15, 2020 our Euro floating-rate senior notes with a
principal balance of €500 million ($566 million) matured and
were repaid in full. On April 1, 2020, our 8.375% senior notes with
a principal balance of $424 million matured and were repaid in
full.
Debt Issuances
On March 24, 2020 we issued four series of notes, in the following
principal amounts: $1.0 billion, $750 million,
$500 million and $1.25 billion. These notes bear interest
at 3.90%, 4.45%, 5.20% and 5.30%, respectively, and will mature on
April 1, 2025, April 1, 2030, April 1, 2040 and April 1, 2050,
respectively. Interest on the notes is payable semi-annually,
beginning October 2020. 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.
In such event, the present values of scheduled principal and
interest payments are discounted to the redemption date on a
semi-annual basis at the discount rate of the Treasury Rate plus 50
basis points, and are determined as follows:
•On
the 3.90% notes, payments from the redemption date until one month
prior to maturity
•On
the 4.45% notes, payments from the redemption date until three
months prior to maturity
•On
the 5.20% and 5.30% notes, payments from the redemption date until
six months prior to maturity
Sources of Credit
We maintain two credit agreements with a consortium of banks. The
first of these agreements provides revolving credit facilities of
$2.0 billion and expires on December 8, 2020. We expect to be able
to renew this facility upon expiration. The second agreement
provides revolving credit facilities of $2.5 billion and
expires on December 11, 2023. Both of the credit agreements have
the following terms:
•Generally,
amounts outstanding under these facilities bear interest at a
periodic fixed rate equal to LIBOR for the applicable interest
period and currency denomination, plus an applicable
margin.
•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%; and (3) LIBOR for a one month interest period plus
1.00%, plus an applicable margin, may be used at our
discretion.
The applicable margin for advances bearing interest based on LIBOR
is a percentage determined by quotations from Markit Group Ltd. for
our one-year credit default swap spread:
•The
$2.0 billion facility is subject to a minimum rate of 0.25%
and a maximum rate of 1.00%.
•The
$2.5 billion facility is subject to a minimum rate of 0.10%
and a maximum rate of 0.75% per annum. The rate is interpolated for
a period from the date of determination of such credit default swap
spread in connection with a new interest period until the latest
maturity date of the facility then in effect (but not less than a
period of one year).
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The applicable margin for advances bearing interest based on the
prime rate is 1.00% below the applicable margin for LIBOR advances
(but not lower than 0%). 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, 2020.
Debt Covenants
Our existing debt instruments and credit facilities subject us to
certain financial covenants. As of September 30, 2020, and for
all 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, 2020, 10% of net tangible assets was equivalent
to $4.1 billion; however, we had no covered sale-leaseback
transactions or secured indebtedness outstanding. We do not expect
these covenants to have a material impact on our financial
condition or liquidity.
Fair Value of Debt
Based on the borrowing rates currently available to us for debt
with similar terms and maturities, the fair value of long-term
debt, including current maturities, was approximately $29.3 and
$26.9 billion as of September 30, 2020 and December 31,
2019, 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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. LEASES
We recognize a right-of-use ("ROU") asset and lease liability for
all leases. Some of our leases contain both lease and non-lease
components, which we have elected to treat as a single lease
component. We have also elected not to recognize leases that have
an original lease term, including reasonably certain renewal or
purchase options, of twelve months or less in our consolidated
balance sheets for all classes of underlying assets. Lease costs
for short-term leases are recognized on a straight-line basis over
the lease term. We elected the package of transition practical
expedients for existing contracts, which allowed us to carry
forward our historical assessments of whether contracts are, or
contain, leases, lease classification and determination of initial
direct costs.
We lease property and equipment under finance and operating leases.
We have finance and operating leases for package centers, airport
facilities, warehouses, office space, aircraft, aircraft engines,
information technology equipment (primarily mainframes, servers and
copiers), 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. Determining the
lease term and amount of lease payments to include in the
calculation of the ROU asset and lease liability for leases
containing options requires the use of judgment to determine
whether the exercise of an option is reasonably certain and if the
optional period and payments should be included in the calculation
of the associated ROU asset and lease liability. In making this
determination, we consider all relevant economic factors that would
compel us to exercise or not exercise an option.
When our leases contain future payments that are dependent on an
index or rate, such as the consumer price index, we initially
measure the lease liability and ROU asset using the index or rate
at the commencement date. In subsequent periods, lease payments
dependent on an index or rate are not remeasured. Rather, changes
to payments due to a change in an index or rate are recognized in
our statements of consolidated income in the period of the
change.
When available, we use the rate implicit in the lease to discount
lease payments; however, the rate implicit in the lease is not
readily determinable for substantially all of our leases. For these
leases, we use an estimate of our incremental borrowing rate to
discount lease payments based on information available at lease
commencement. The incremental borrowing rate is derived using
multiple inputs including our credit rating, the impact of full
collateralization, lease term and denominated currency. The
remaining lease terms vary from 1 month to 189 years.
Aircraft
In addition to the aircraft that we own, we have leases for 324
aircraft. Of these leased aircraft, 27 are classified as finance
leases, 16 are classified as operating leases and the remaining 281
are classified as short-term leases. A majority of the obligations
associated with the aircraft classified as finance leases have been
legally defeased. Most 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.
In order to meet customers' needs, 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. Additionally, the
lease payments associated with these charter agreements are
variable in nature based on the number of hours flown.
Real Estate
We have operating and finance leases for package centers, airport
facilities, warehouses, office space and expansion facilities
utilized during peak shipping periods. Many of our leases contain
charges for common area maintenance or other expenses that are
updated based on landlord estimates. Due to this variability, the
cash flows associated with these charges are not included in the
minimum lease payments used in determining the ROU asset and
associated lease liability.
Some of our real estate leases contain options to renew or extend
the lease or terminate the lease before the expiration date. These
options are factored into the determination of the lease term and
lease payments when their exercise is considered to be reasonably
certain.
We also enter into real estate leases that contain lease
incentives, such as tenant improvement allowances or move-in
allowances, that are received or receivable at lease commencement.
These incentives reduce lease payments for classification purposes
and reduce the initial ROU asset. When lease incentives are
receivable at lease commencement, they also reduce the initial
lease liability.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
From time to time, we enter into leases with the intention of
purchasing the property, either through purchase options with a
fixed price or a purchase agreement negotiated contemporaneously
with the lease agreement. We classify these leases as finance
leases and include the purchase date and purchase price in the
determination of the lease term and lease payments, respectively,
when the option to exercise or purchase is reasonably
certain.
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. The lease term for these types of leases is determined by
the length of the underlying customer contract or based on the
judgment of the business unit. We also enter into multi-year leases
for trailers to increase capacity during periods of high demand,
which are typically only used for 90-120 days during the year.
These leases are treated as short-term as the cumulative
right-of-use is less than 12 months over the term of the
contract.
The remainder of our leases are primarily related to equipment used
in our air operations, vehicles required to meet capacity needs
during periods of higher demand for our shipping services,
technology equipment and office equipment used in our
facilities.
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 ROU asset and
lease liability.
The components of lease expense for the three and nine months ended
September 30, 2020 and 2019 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Operating lease costs |
$ |
180 |
|
|
151 |
|
|
$ |
527 |
|
|
$ |
474 |
|
Finance lease costs: |
|
|
|
|
|
|
|
Amortization of assets |
20 |
|
|
18 |
|
|
58 |
|
|
55 |
|
Interest on lease liabilities |
4 |
|
|
5 |
|
|
14 |
|
|
14 |
|
Total finance lease costs |
24 |
|
|
23 |
|
|
72 |
|
|
69 |
|
Variable lease costs |
58 |
|
|
69 |
|
|
171 |
|
|
148 |
|
Short-term lease costs |
260 |
|
|
194 |
|
|
716 |
|
|
633 |
|
Total lease costs |
$ |
522 |
|
|
$ |
437 |
|
|
$ |
1,486 |
|
|
$ |
1,324 |
|
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental information related to leases and location within our
consolidated balance sheets are as follows (in millions, except
lease term and discount rate):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020 |
|
December 31,
2019 |
Operating Leases: |
|
|
|
Operating lease right-of-use assets |
$ |
3,022 |
|
|
$ |
2,856 |
|
|
|
|
|
Current maturities of operating leases |
$ |
560 |
|
|
$ |
538 |
|
Non-current operating leases |
2,473 |
|
|
2,391 |
|
Total operating lease liabilities |
$ |
3,033 |
|
|
$ |
2,929 |
|
|
|
|
|
Finance Leases: |
|
|
|
Property, plant and equipment, net |
$ |
1,289 |
|
|
$ |
1,502 |
|
|
|
|
|
Current maturities of long-term debt, commercial paper and finance
leases |
$ |
88 |
|
|
$ |
181 |
|
Long-term debt and finance leases |
323 |
|
|
317 |
|
Total finance lease liabilities |
$ |
411 |
|
|
$ |
498 |
|
|
|
|
|
Weighted average remaining lease term (in years): |
|
|
|
Operating leases |
9.4 |
|
9.7 |
Finance leases |
9.4 |
|
8.9 |
|
|
|
|
Weighted average discount rate: |
|
|
|
Operating leases |
2.56 |
% |
|
2.78 |
% |
Finance leases |
4.25 |
% |
|
4.03 |
% |
Supplemental cash flow information related to leases is as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
2020 |
|
2019 |
Cash paid for amounts included in measurement of
liabilities: |
|
|
|
Operating cash flows from operating leases |
$ |
508 |
|
|
$ |
455 |
|
Operating cash flows from finance leases |
11 |
|
|
11 |
|
Financing cash flows from finance leases |
136 |
|
|
121 |
|
|
|
|
|
Right-of-use assets obtained in exchange for lease
liabilities: |
|
|
|
Operating leases |
$ |
544 |
|
|
$ |
144 |
|
Finance leases |
50 |
|
|
61 |
|
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Maturities of lease liabilities as of September 30, 2020 are
as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance Leases |
|
Operating Leases |
2020 |
$ |
61 |
|
|
$ |
148 |
|
2021 |
62 |
|
|
634 |
|
2022 |
56 |
|
|
541 |
|
2023 |
45 |
|
|
440 |
|
2024 |
37 |
|
|
323 |
|
Thereafter |
252 |
|
|
1,504 |
|
Total lease payments |
513 |
|
|
3,590 |
|
Less: Imputed interest |
(102) |
|
|
(557) |
|
Total lease obligations |
411 |
|
|
3,033 |
|
Less: Current obligations |
(88) |
|
|
(560) |
|
Long-term lease obligations |
$ |
323 |
|
|
$ |
2,473 |
|
As of September 30, 2020, we have additional leases which have
not commenced. These leases will commence in 2020 and 2021 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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 assurance as to the ultimate outcome, we
have generally denied, or believe we have meritorious defenses and
will deny, liability in all pending matters, including (except as
otherwise noted herein) the matters described below, and we intend
to vigorously defend each matter. We accrue amounts associated with
legal proceedings when and to the extent a loss becomes probable
and can be reasonably estimated. 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 matters in this category, we have indicated in the
descriptions that follow the reasons that we are unable to estimate
the possible loss or range of losses.
Judicial Proceedings
In February 2015, the State and City of New York filed suit against
UPS in the U.S. District Court for the Southern District of New
York, arising from alleged shipments of cigarettes to New York
State and City residents. The complaint asserted claims under
various federal and state laws. The complaint also included a claim
that UPS violated the Assurance of Discontinuance it entered into
with the New York Attorney General in 2005 concerning cigarette
deliveries. On March 24, 2017, the District Court issued an opinion
and order finding liability against UPS on each of the plaintiffs’
causes of action. On May 25, 2017, the District Court issued a
corrected opinion and order on liability and an order awarding the
plaintiffs damages of $9 million and penalties of $238 million.
Following an appeal, on November 7, 2019, the U.S. Court of Appeals
for the Second Circuit issued an order awarding the plaintiffs
damages of $19 million and penalties of $79 million. An accrual of
$100 million with respect to this matter had previously been
included on our consolidated balance sheets. The U.S. Supreme Court
recently denied our petition for writ of certiorari, and we have
now paid and fully satisfied this judgment.
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. At this time, we do not believe that any
loss associated with any such matter will have a material impact on
our operations or financial condition. One of these matters, Hughes
v. UPS Supply Chain Solutions, Inc. and United Parcel Service, Inc.
had previously been certified as a class action in Kentucky state
court. In the second quarter of 2019, the court granted our motion
for judgment on the pleadings related to the wage-and-hour claims.
The plaintiffs have appealed this decision.
Other Matters
In October 2015, the Department of Justice ("DOJ") informed us of
an industry-wide inquiry into the transportation of mail under the
United States Postal Service ("USPS") International Commercial Air
contracts. In October 2017, we received a Civil Investigative
Demand seeking certain information relating to our
contracts. The DOJ has indicated it is investigating potential
violations of the False Claims Act or other statutes. We are
cooperating with the DOJ. An immaterial accrual with respect
to this matter is included on our consolidated balance sheets. We
do not believe that any loss from this matter would have a material
impact on our operations or financial condition, although we are
unable to predict what action, if any, might be taken in the future
by any government authorities as a result of their
investigation.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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, UPS received a Statement of Objections issued by the CNMC. In
July 2017, UPS received a Proposed Decision from the CNMC. On March
8, 2018, the CNMC adopted a final decision, finding an infringement
and imposing an immaterial fine on UPS. UPS appealed the decision
and in September 2018, obtained a suspension of the implementation
of the decision (including payment of the fine). The appeal is
pending. We do not believe that any loss from this matter would
have a material impact on our operations or financial condition. We
are vigorously defending ourselves and believe that we have a
number of meritorious legal defenses. There are also unresolved
questions of law and fact that could be important to the ultimate
resolution of this matter.
In May 2020, the Environmental Protection Agency (the “EPA”) sent
us an information request related to hazardous waste regulatory
compliance at certain of our facilities. The EPA has indicated that
it is investigating potential recordkeeping violations of the
Resource Conservation and Recovery Act at those facilities. We are
cooperating with the EPA. An immaterial accrual with respect to
this matter is included in our consolidated balance sheets. We do
not believe that any loss from this matter would have a material
impact on our operations or financial condition, although we are
unable to predict what action, if any, might be taken in the future
by the EPA as a result of this request.
We are a party in various other matters that arose in the normal
course of business. We do not believe that the eventual resolution
of these 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.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12. SHAREOWNERS' EQUITY
Capital Stock, Additional Paid-In Capital, Retained Earnings and
Non-Controlling Minority Interest
We maintain two classes of common stock, which are distinguished
from each other 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 NYSE under the symbol “UPS”. Class A
and B shares both have a $0.01 par value, and as of
September 30, 2020, 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, 2020, no preferred shares had been
issued.
The following is a rollforward of our common stock, additional
paid-in capital, retained earnings and non-controlling minority
interest accounts for the three and nine months ended
September 30, 2020 and 2019 (in millions, except per share
amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30: |
2020 |
|
2019 |
|
Shares |
|
Dollars |
|
Shares |
|
Dollars |
Class A Common Stock |
|
|
|
|
|
|
|
Balance at beginning of period |
157 |
|
|
$ |
2 |
|
|
161 |
|
|
$ |
2 |
|
Common stock purchases |
— |
|
|
— |
|
|
(1) |
|
|
— |
|
Stock award plans |
— |
|
|
— |
|
|
— |
|
|
— |
|
Common stock issuances |
1 |
|
|
— |
|
|
1 |
|
|
— |
|
Conversions of class A to class B common stock |
(8) |
|
|
— |
|
|
(4) |
|
|
— |
|
Class A shares issued at end of period |
150 |
|
|
$ |
2 |
|
|
157 |
|
|
$ |
2 |
|
Class B Common Stock |
|
|
|
|
|
|
|
Balance at beginning of period |
706 |
|
|
$ |
7 |
|
|
698 |
|
|
$ |
7 |
|
Common stock purchases |
— |
|
|
— |
|
|
(1) |
|
|
— |
|
Conversions of class A to class B common stock |
8 |
|
|
— |
|
|
4 |
|
|
— |
|
Class B shares issued at end of period |
714 |
|
|
$ |
7 |
|
|
701 |
|
|
$ |
7 |
|
Additional Paid-In Capital |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
255 |
|
|
|
|
$ |
102 |
|
Common stock purchases |
|
|
— |
|
|
|
|
(251) |
|
Stock award plans |
|
|
145 |
|
|
|
|
202 |
|
Common stock issuances |
|
|
90 |
|
|
|
|
56 |
|
Option premiums paid |
|
|
— |
|
|
|
|
20 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
$ |
490 |
|
|
|
|
$ |
129 |
|
Retained Earnings |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
10,032 |
|
|
|
|
$ |
9,109 |
|
Net income attributable to common shareowners |
|
|
1,957 |
|
|
|
|
1,750 |
|
Dividends ($1.01 and $0.96 per share)
(1)
|
|
|
(873) |
|
|
|
|
(825) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
(1) |
|
|
|
|
3 |
|
Balance at end of period |
|
|
$ |
11,115 |
|
|
|
|
$ |
10,037 |
|
Non-Controlling Minority Interest |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
13 |
|
|
|
|
$ |
18 |
|
Change in non-controlling minority interest |
|
|
1 |
|
|
|
|
(2) |
|
Balance at end of period |
|
|
$ |
14 |
|
|
|
|
$ |
16 |
|
(1)
The dividend per share amount is the same for both class A and
class B common stock. Dividends include $28 and $27 million as
of September 30, 2020 and September 30, 2019 respectively, that
were settled in shares of class A common stock.
|
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30: |
2020 |
|
2019 |
|
Shares |
|
Dollars |
|
Shares |
|
Dollars |
Class A Common Stock |
|
|
|
|
|
|
|
Balance at beginning of period |
156 |
|
|
$ |
2 |
|
|
163 |
|
|
$ |
2 |
|
Common stock purchases |
— |
|
|
— |
|
|
(3) |
|
|
— |
|
Stock award plans |
6 |
|
|
— |
|
|
4 |
|
|
— |
|
Common stock issuances |
3 |
|
|
— |
|
|
2 |
|
|
— |
|
Conversions of class A to class B common stock |
(15) |
|
|
— |
|
|
(9) |
|
|
— |
|
Class A shares issued at end of period |
150 |
|
|
$ |
2 |
|
|
157 |
|
|
$ |
2 |
|
Class B Common Stock |
|
|
|
|
|
|
|
Balance at beginning of period |
701 |
|
|
$ |
7 |
|
|
696 |
|
|
$ |
7 |
|
Common stock purchases |
(2) |
|
|
— |
|
|
(4) |
|
|
— |
|
Conversions of class A to class B common stock |
15 |
|
|
— |
|
|
9 |
|
|
— |
|
Class B shares issued at end of period |
714 |
|
|
$ |
7 |
|
|
701 |
|
|
$ |
7 |
|
Additional Paid-In Capital |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
150 |
|
|
|
|
$ |
— |
|
Common stock purchases |
|
|
(217) |
|
|
|
|
(753) |
|
Stock award plans |
|
|
215 |
|
|
|
|
584 |
|
Common stock issuances |
|
|
342 |
|
|
|
|
277 |
|
Option premiums received (paid) |
|
|
— |
|
|
|
|
21 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
$ |
490 |
|
|
|
|
$ |
129 |
|
Retained Earnings |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
9,105 |
|
|
|
|
$ |
8,006 |
|
Net income attributable to common shareowners |
|
|
4,690 |
|
|
|
|
4,546 |
|
Dividends ($3.03 and $2.88 per share)
(1)
|
|
|
(2,679) |
|
|
|
|
(2,518) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
(1) |
|
|
|
|
3 |
|
Balance at end of period |
|
|
$ |
11,115 |
|
|
|
|
$ |
10,037 |
|
Non-Controlling Minority Interest |
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
$ |
16 |
|
|
|
|
$ |
16 |
|
Change in non-controlling minority interest |
|
|
(2) |
|
|
|
|
— |
|
Balance at end of period |
|
|
$ |
14 |
|
|
|
|
$ |
16 |
|
(1)
The dividend per share amount is the same for both class A and
class B common stock. Dividends include $151 and $121 million as of
September 30, 2020 and September 30, 2019 respectively, that were
settled in shares of class A common stock.
|
In May 2016, the Board of Directors approved a share repurchase
authorization of $8.0 billion for shares of class A and class B
common stock, which has no expiration date. As of
September 30, 2020, we had $2.1 billion of this share
repurchase authorization available.
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, the
program will expire when we have purchased all shares authorized
for repurchase under the program.
We did not repurchase any shares under this program during the
three months ended September 30, 2020. During the three months
ended September 30, 2019, we repurchased 2.2 million shares of
class A and class B common stock for $251 million. We
repurchased 2.1 and 7.0 million shares of class A and
class B common stock for $217 and $753 million during the nine
months ended September 30, 2020 and 2019, respectively ($224
million and $751 million in repurchases for 2020 and 2019,
respectively, are reported on the statements of consolidated cash
flows due to the timing of settlements).
From time to time, we enter into share repurchase programs with
large financial institutions to assist in our buyback of company
stock. These programs may allow us to repurchase our shares at a
price below the weighted average share price for a given period.
During 2020 and 2019, we did not enter into any accelerated share
repurchase transactions.
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In order to lower the average cost of acquiring shares in our
ongoing share repurchase program, we periodically enter into
structured repurchase agreements involving the use of capped call
options for the purchase of UPS class B shares. We pay a fixed sum
of cash upon execution of each agreement in exchange for the right
to receive either a predetermined amount of cash or stock. Upon
expiration of each agreement, if the closing market price of our
common stock is above the predetermined price, we will have our
initial investment returned with a premium in either cash or shares
(at our election). If the closing market price of our common stock
is at or below the predetermined price, we will receive the number
of shares specified in the agreement. We received net premiums of
$20 and $21 million during the three and nine months ended
September 30, 2019, respectively, related to entering into and
settling capped call options for the purchase of class B shares. As
of September 30, 2020, we had no capped call options
outstanding.
On April 28, 2020 we announced our intention to suspend stock
repurchases.
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. The movements for the three
and nine months ended September 30, 2020 were driven by
changes in the vesting schedule for certain of our
awards.
Accumulated Other Comprehensive Income (Loss)
We recognize activity in AOCI for unrealized holding gains and
losses on available-for-sale securities, foreign currency
translation adjustments, unrealized gains and losses from
derivatives that qualify as hedges of cash flows and unrecognized
pension and postretirement benefit costs. The activity in AOCI for
the three and nine months ended September 30, 2020 and 2019
was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30: |
2020 |
|
2019 |
Foreign currency translation gain (loss), net of tax: |
|
|
|
Balance at beginning of period |
$ |
(1,209) |
|
|
$ |
(1,106) |
|
|
|
|
|
Translation adjustment (net of tax effect of $(14) and
$41)
|
65 |
|
|
(48) |
|
|
|
|
|
Balance at end of period |
(1,144) |
|
|
(1,154) |
|
Unrealized gain (loss) on marketable securities, net of
tax: |
|
|
|
Balance at beginning of period |
9 |
|
|
7 |
|
Current period changes in fair value (net of tax effect of $0 and
$1)
|
(1) |
|
|
2 |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $0 and
$(1))
|
(1) |
|
|
(5) |
|
Balance at end of period |
7 |
|
|
4 |
|
Unrealized gain (loss) on cash flow hedges, net of tax: |
|
|
|
Balance at beginning of period |
215 |
|
|
104 |
|
Current period changes in fair value (net of tax effect of $(53)
and $79)
|
(168) |
|
|
251 |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $(8) and
$(14))
|
(27) |
|
|
(45) |
|
Balance at end of period |
20 |
|
|
310 |
|
Unrecognized pension and postretirement benefit costs, net of
tax: |
|
|
|
Balance at beginning of period |
(4,948) |
|
|
(3,820) |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $13 and
$14)
|
43 |
|
|
43 |
|
|
|
|
|
|
|
|
|
Balance at end of period |
(4,905) |
|
|
(3,777) |
|
Accumulated other comprehensive income (loss) at end of
period |
$ |
(6,022) |
|
|
$ |
(4,617) |
|
|
|
|
|
|
UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30: |
2020 |
|
2019 |
Foreign currency translation gain (loss), net of tax: |
|
|
|
Balance at beginning of period |
$ |
(1,078) |
|
|
$ |
(1,126) |
|
|
|
|
|
Translation adjustment (net of tax effect of $(15) and
$43)
|
(66) |
|
|
(28) |
|
|
|
|
|
Balance at end of period |
(1,144) |
|
|
(1,154) |
|
Unrealized gain (loss) on marketable securities, net of
tax: |
|
|
|
Balance at beginning of period |
4 |
|
|
(2) |
|
Current period changes in fair value (net of tax effect of $1 and
$4)
|
6 |
|
|
11 |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $(1) in both
periods)
|
(3) |
|
|
(5) |
|
Balance at end of period |
7 |
|
|
4 |
|
Unrealized gain (loss) on cash flow hedges, net of tax: |
|
|
|
Balance at beginning of period |
112 |
|
|
40 |
|
Current period changes in fair value (net of tax effect of $10 and
$112)
|
33 |
|
|
355 |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $(39) and
$(27))
|
(125) |
|
|
(85) |
|
Balance at end of period |
20 |
|
|
310 |
|
Unrecognized pension and postretirement benefit costs, net of
tax: |
|
|
|
Balance at beginning of period |
(5,035) |
|
|
(3,906) |
|
|
|
|
|
Reclassification to earnings (net of tax effect of $40 and
$41)
|
130 |
|
|
129 |
|
|
|
|
|
|
|
|
|
Balance at end of period |
(4,905) |
|
|
|