Overview

Highlights of our annual results follow:


                                     Year Ended December 31,            $ Change        % Change
                                      2019              2018          2019/2018        2019/2018
Revenue (in millions)            $     74,094       $    71,861     $      2,233            3.1  %
Operating Expenses (in millions)       66,296            64,837            1,459            2.3  %

Operating Profit (in millions) $ 7,798 $ 7,024 $


 774           11.0  %
Operating Margin                         10.5 %             9.8 %
Net Income (in millions)         $      4,440       $     4,791     $       (351 )         (7.3 )%
Basic Earnings Per Share         $       5.14       $      5.53     $      (0.39 )         (7.1 )%
Diluted Earnings Per Share       $       5.11       $      5.51     $      (0.40 )         (7.3 )%

Average Daily Package Volume (in
thousands)                             21,880            20,677                             5.8  %
Average Revenue Per Piece        $      10.87       $     10.98     $      (0.11 )         (1.0 )%

• Consolidated revenue increased 3.1%.

• Average daily package volume increased 5.8% primarily driven by our U.S.

Domestic Package segment, which experienced growth from SMBs as well as

several large customers, led by our largest customer, Amazon.

• Average revenue per piece is dependent upon base rates, customer and

product mix, average billable weight per piece, fuel surcharge rates and

currency. Average revenue per piece decreased as a result of changes in

customer and product mix, and lower average billable weight per piece in

our U.S. Domestic Package segment. Currency movements negatively impacted

revenue per piece in our International Package segment.

• Operating profit and operating margin increased with growth and margin

expansion in all segments.

• We reported net income of $4.440 billion and diluted earnings per share of

$5.11. Adjusted diluted earnings per share was $7.53 after adjusting for
       the after-tax impacts of the following:


•transformation strategy costs of $196 million;
•legal contingencies and expenses of $91 million; and
•pension mark-to-market losses recognized outside of a 10% corridor of $1.816
billion.

2018 compared to 2017
See Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Company's Annual Report on Form 10-K for the year
ended December 31, 2018 filed with the Securities and Exchange Commission on
February 21, 2019.




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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Supplemental Information - Items Affecting Comparability
We supplement the reporting of our financial information determined under
generally accepted accounting principles in the United States ("GAAP") with
certain non-GAAP financial measures including, as applicable, "adjusted"
compensation and benefits, operating expenses, operating profit, operating
margin, other income and (expense), income before income taxes, income tax
expense, effective tax rate, net income and earnings per share. Adjusted
financial measures may exclude the impact of period over period exchange rate
changes and hedging activities, amounts related to mark-to-market gains or
losses, recognition of contingencies and transformation strategy costs, as
described below. We believe that these adjusted financial measures provide
meaningful information to assist investors and analysts in understanding our
financial results and assessing our prospects for future performance. We believe
these adjusted financial measures are important indicators of our recurring
results of operations because they exclude items that may not be indicative of,
or are unrelated to, our underlying operating results, and provide a useful
baseline for analyzing trends in our underlying businesses. Additionally, these
adjusted financial measures are used internally by management for the
determination of incentive compensation awards, business unit operating
performance analysis and business unit resource allocation.
Non-GAAP financial measures should be considered in addition to, and not as an
alternative for, our reported results prepared in accordance with GAAP. Our
non-GAAP financial information does not represent a comprehensive basis of
accounting. Therefore, our non-GAAP financial information may not be comparable
to similarly titled measures reported by other companies.
The year over year comparisons of our financial results are affected by the
following items (in millions):
                                                                Year Ended December 31,
Non-GAAP Adjustments                                             2019             2018
Operating Expenses:
Transformation Strategy Costs                               $       255       $       360
Legal Contingencies and Expenses                                     97                 -
Total Adjustments to Operating Expenses                     $       352

$ 360



Other Income and (Expense):
Defined Benefit Plans Mark-to-Market Charges                $     2,387       $     1,627
Total Adjustments to Other Income and (Expense)             $     2,387

$ 1,627



Total Adjustments to Income Before Income Taxes             $     2,739

$ 1,987

Income Tax Benefit from the Mark-to-Market Charges $ (571 )

   $      (390 )
Income Tax Benefit from Transformation Strategy Costs               (59 )             (87 )
Income Tax Benefit from Legal Contingencies and Expenses             (6 )               -
Total Adjustments to Income Tax Expense                     $      (636 )

$ (477 )



Total Adjustments to Net Income                             $     2,103

$ 1,510





These items have been excluded from comparisons of "adjusted" Compensation and
benefits, Operating Expenses, Operating Profit, Operating Margin, Other Income
and (Expense), Income Tax Expense and effective tax rate in the discussion that
follows. The income tax benefit from transformation strategy costs, legal
contingencies and expenses and the mark-to-market charges are calculated by
multiplying the statutory tax rates applicable in each tax jurisdiction,
including the U.S. federal jurisdiction and various U.S. state and non-U.S.
jurisdictions, by the tax deductible adjustments. The blended average of the
effective tax rates in 2019 and 2018 were 23.2% and 24.0%, respectively.


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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Impact of Changes in Foreign Currency Exchange Rates and Hedging Activities

We supplement the reporting of our revenue, revenue per piece and operating profit with non-GAAP measures that exclude the period over period impact of foreign currency exchange rate changes and hedging activities.



Currency-neutral revenue, revenue per piece and operating profit are calculated
by dividing current period reported U.S. dollar revenue, revenue per piece and
operating profit by the current period average exchange rates to derive current
period local currency revenue, revenue per piece and operating profit. The
derived amounts are then multiplied by the average foreign exchange rates used
to translate the comparable results for each month in the prior year period
(including the period over period impact of foreign currency hedging
activities). The difference between the current period reported U.S. dollar
revenue, revenue per piece and operating profit and the derived current period
U.S. dollar revenue, revenue per piece and operating profit is the period over
period impact of currency fluctuations.

Transformation Strategy Costs



We supplement the presentation of our operating profit, operating margin, income
before income taxes, net income and earnings per share with similar non-GAAP
measures that exclude the impact of costs related to restructuring programs,
including transformation strategy costs. For information regarding
transformation strategy costs, see note 17 to the audited, consolidated
financial statements.

Costs Related to Legal Contingencies and Expenses



We supplement the presentation of our operating profit, operating margin, income
before income taxes, net income and earnings per share with similar non-GAAP
measures that exclude the impact of costs related to certain of our legal
contingencies and expenses. For information regarding legal contingencies and
expenses, see note 9 to the audited, consolidated financial statements.

Defined Benefit Plans Mark-to-Market Charges
We recognize changes in the fair value of plan assets and net actuarial gains
and losses in excess of a 10% corridor for our pension and postretirement
defined benefit plans immediately as part of net periodic benefit cost other
than service cost. We supplement the presentation of our income before income
taxes, net income and earnings per share with "adjusted" measures that exclude
the impact of the portion of net periodic benefit cost other than service cost
represented by the gains and losses recognized in excess of the 10% corridor and
the related income tax effects. We believe excluding these mark-to-market
impacts from our adjusted results provides important supplemental information to
remove the volatility caused by short-term changes in market interest rates,
equity prices and similar factors.
This adjusted net periodic benefit cost ($754 million in 2019 and $615 million
in 2018) utilizes the expected return on plan assets (7.68% in 2019 and 2018)
and the discount rate used to determine net periodic benefit cost (4.45% in 2019
and 3.81% in 2018). The unadjusted net periodic benefit cost reflects the actual
return on plan assets (17.57% in 2019 and -2.38% in 2018) and the discount rate
used to measure the projected benefit obligation at the December 31 measurement
date (3.55% in 2019 and 4.45% in 2018).
We recognized pre-tax mark-to-market losses outside of a 10% corridor related to
the remeasurement of our pension and postretirement defined benefit plans'
assets and liabilities in "Other Income and (Expense)" of $2.387 and $1.627
billion for 2019 and 2018, respectively. In October 2019, we refined the bond
matching approach used to determine the discount rate for our U.S. pension and
postretirement plans by implementing advances in technology and modeling
techniques. This refinement decreased the projected benefit obligation on our
consolidated balance sheet by approximately $900 million as of December 31,
2019, decreased the pre-tax mark-to-market charge by approximately $810 million
and increased net income by $616 million, or $0.71 per share on a basic and
diluted basis. This change did not have an impact on adjusted net income or
adjusted earnings per share.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


The table below indicates the amounts associated with each component of the pre-tax mark-to-market losses, as well as the weighted-average actuarial assumptions used to determine our net periodic benefit cost, for each year:


                                                             Year Ended December 31,
Components of mark-to-market gain (loss) (in
millions):                                                  2019                 2018
Discount rates                                       $        (5,670 )     $          845
Return on assets                                               3,850               (1,057 )
Demographic and other assumption changes                         (24 )                (22 )
Coordinating benefits attributable to the Central
States Pension Fund                                             (543 )             (1,393 )
   Total mark-to-market gain (loss)                  $        (2,387 )     $       (1,627 )

                                                             Year Ended December 31,
Weighted-average actuarial assumptions used to
determine net periodic benefit cost:                        2019            

2018


Expected rate of return on plan assets                          7.68 %               7.68  %
Actual rate of return on plan assets                           17.57 %              (2.38 )%
Discount rate used for net periodic benefit cost                4.45 %               3.81  %
Discount rate at measurement date                               3.55 %      

4.45 %

The pre-tax mark-to-market losses for the years ended December 31, 2019 and 2018, respectively, were comprised of the following components: 2019 - $2.387 billion pre-tax mark-to-market loss: • Return on Assets ($3.850 billion pre-tax gain): In 2019, the actual


          rate of return on plan assets was higher than our expected rate of
          return, primarily due to strong global equity and U.S. bond markets.


• Coordinating benefits attributable to the Central States Pension Fund


          ($543 million pre-tax loss): This represents our current best estimate
          of the additional potential coordinating benefits that may be required
          to be paid related to the Central States Pension Fund.

• Discount Rates ($5.670 billion pre-tax loss): The weighted-average


          discount rate for our pension and postretirement medical plans
          decreased from 4.45% at December 31, 2018 to 3.55% at December 31,
          2019, primarily due to both a decline in U.S. treasury yields and a
          decrease in credit spreads on AA-rated corporate bonds in 2019.


•         Demographic and Other Assumption Changes ($24 million pre-tax loss):

This represents the difference between actual and estimated participant


          data and demographic factors, including items such as healthcare cost
          trends, compensation rate increases and rates of termination,
          retirement and mortality.


2018 - $1.627 billion pre-tax mark-to-market loss:
•         Return on Assets ($1.057 billion pre-tax loss): In 2018, the actual
          rate of return on plan assets was lower than our expected rate of
          return, primarily due to weak global equity markets.

• Coordinating benefits attributable to the Central States Pension Fund


          ($1.393 billion pre-tax loss): This represented our then-current best
          estimate of potential coordinating benefits that may be required to be
          paid related to the Central States Pension Fund.

• Discount Rates ($845 million pre-tax gain): The weighted-average


          discount rate for our pension and postretirement medical plans
          increased from 3.81% at December 31, 2017 to 4.45% at December 31,
          2018, primarily due to both an increase in U.S. treasury yields and an
          increase in credit spreads on AA-rated corporate bonds in 2018.


•         Demographic and Other Assumption Changes ($22 million pre-tax loss):

This represents the difference between actual and estimated participant


          data and demographic factors, including items such as healthcare cost
          trends, compensation rate increases and rates of termination,
          retirement and mortality.




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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Expense Allocations
Certain operating expenses are allocated between our reporting segments using
activity-based costing methods. These activity-based costing methods require us
to make estimates that impact the amount of each expense category that is
attributed to each segment. Changes in these estimates will directly impact the
amount of expense allocated to each segment, and therefore the operating profit
of each reporting segment. Our allocation methodologies are refined
periodically, as necessary, to reflect changes in our businesses. There were no
significant changes in our expense allocation methodologies during 2019, 2018 or
2017.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


U.S. Domestic Package Operations


                                         Year Ended December 31,          $ 

Change % Change


                                          2019              2018         2019/2018       2019/2018
Average Daily Package Volume (in
thousands):
Next Day Air                                1,889            1,542                           22.5  %
Deferred                                    1,622            1,432                           13.3  %
Ground                                     15,176           14,498                            4.7  %
Total Average Daily Package Volume         18,687           17,472                            7.0  %
Average Revenue Per Piece:
Next Day Air                         $      17.74       $    19.53     $      (1.79 )        (9.2 )%
Deferred                                    12.62            13.12            (0.50 )        (3.8 )%
Ground                                       8.55             8.51             0.04           0.5  %

Total Average Revenue Per Piece $ 9.83 $ 9.86 $


  (0.03 )        (0.3 )%
Operating Days in Period                      253              253
Revenue (in millions):
Next Day Air                         $      8,479       $    7,618     $        861          11.3  %
Deferred                                    5,180            4,752              428           9.0  %
Ground                                     32,834           31,223            1,611           5.2  %
Total Revenue                        $     46,493       $   43,593     $      2,900           6.7  %
Operating Expenses (in millions):
Operating Expenses                   $     42,329       $   39,950     $      2,379           6.0  %
Transformation Strategy Costs                (108 )           (235 )            127         (54.0 )%
Legal Contingencies and Expenses              (97 )              -              (97 )         N/M
Adjusted Operating Expenses          $     42,124       $   39,715     $      2,409           6.1  %
Operating Profit (in millions) and
Operating Margin:
Operating Profit                     $      4,164       $    3,643     $        521          14.3  %
Adjusted Operating Profit            $      4,369       $    3,878     $        491          12.7  %
Operating Margin                              9.0 %            8.4 %
Adjusted Operating Margin                     9.4 %            8.9 %


Revenue

The change in overall revenue was due to the following factors for the year ended December 31, 2019 versus 2018:


                                     Rates /         Fuel        Total 

Revenue


                        Volume     Product Mix     Surcharge        Change
Revenue Change Drivers:
2019/2018                 7.0 %       (0.6 )%         0.3 %            6.7 %







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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Volume
2019 compared to 2018
Our overall volume increased across all products, led by strong growth in our
Next Day Air and Deferred driven by the structural shift to faster delivery in
retail and e-commerce, and from additional customer volume. We experienced
growth from a number of large customers and SMBs, with volume growth led by our
largest customer, Amazon. This growth was enabled by our on-going investment in
automated facilities and other transformation initiatives.
Business-to-consumer shipments, which represented approximately 54% of the total
U.S. Domestic Package average daily volume, grew 11.3% for the year driven by
the growth in e-commerce and retail. Volume grew across all products, with
particularly strong growth in our Air products. Business-to-business shipments
increased 2.2% for the year with volume increases in both air and ground
services.
Within our Air products, overall average daily volume increased in both Next Day
Air and Deferred. Strong air volume growth continued primarily in residential
Next Day Air and Second Day package products, as consumers and businesses
continue to demand faster delivery options, which we expect will persist. This
growth was slightly offset by declines in Next Day Air letter and Second Day
letter volume due to shifts in customer preferences.
We experienced year over year growth in both residential and commercial ground
products. Growth in residential ground volume was driven by changes in customer
mix resulting from the continued growth in e-commerce, while growth in
commercial ground products was primarily driven by an increase in retail return
services.
Rates and Product Mix
2019 compared to 2018
Overall revenue per piece decreased due to customer and product mix and fuel
surcharge rates, partially offset by changes in base rates.
Revenue per piece for ground and air products was positively impacted by a base
rate increase on December 26, 2018. UPS Ground and UPS Air services rates
increased an average net 4.9%.
Revenue per piece for our Next Day Air and Deferred products decreased primarily
due to a shift in customer and product mix and a decrease in average billable
weight per piece, which was partially offset by the increase in base rates.
Revenue per piece for our ground products increased primarily due to base rate
increases and customer and product mix, partially offset by a decrease in
average billable weight per piece.

Fuel Surcharges
We apply a fuel surcharge on our domestic air and ground services. The air fuel
surcharge is based on the U.S. Department of Energy's ("DOE") Gulf Coast spot
price for a gallon of kerosene-type jet fuel, while the ground fuel surcharge is
based on the DOE's On-Highway Diesel Fuel Price. Based on published rates, the
average fuel surcharge rates for domestic air and ground products were as
follows:

                          Year Ended December 31,      % Point Change
                            2019            2018         2019/2018
Next Day Air / Deferred      7.3 %            7.7 %         (0.4 )%
Ground                       7.2 %            7.0 %          0.2  %


Effective April 2, 2018, we created separate fuel surcharges for Domestic Air
shipments and International Air export shipments. These surcharges are based on
the U.S. Gulf Coast Jet Fuel price and are adjusted weekly. In June and October
2018, ground fuel surcharge rates were raised for all thresholds, and in October
and December 2018, Domestic Air fuel surcharge rates were increased for all
thresholds. Ground surcharges continue to be based on the national U.S. Average
On-Highway Diesel Fuel price and adjusted weekly.
While fluctuations in fuel surcharges can be significant from period to period,
fuel surcharges represent one of the many individual components of our pricing
structure that impact our overall revenue and yield. Additional components
include the mix of products sold, the base price and any additional charges or
discounts on these services.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Revenue per piece for ground products was positively impacted by fuel surcharge
rate increases during 2018, while fuel surcharge rates for air products
decreased slightly for the year.
Total domestic fuel surcharge revenue increased by $140 million for the year as
a result of increases in package volume and shifts in product mix, partially
offset by lower fuel surcharge rates on our Air products.
Operating Expenses
2019 compared to 2018
Operating expenses, and operating expenses excluding the impact of
transformation strategy costs and legal contingencies and expenses, increased
largely due to pickup and delivery costs (up $1.385 billion), costs of operating
our domestic integrated air and ground network (up $631 million), costs of
package sorting (up $301 million) and other indirect operating costs (up $92
million).
In order to manage costs, we continually adjust our air and ground network to
better match higher volume levels. In addition, we continue to deploy and
utilize technology to increase package sorting and delivery productivity by
reducing manual touchpoints. The growth in pickup and delivery and network
operational costs was impacted by several factors:
• Higher employee compensation and benefit costs largely resulting from:


•            volume growth, which resulted in an increase in average daily union
             labor hours of 4.7%;

• union pay rate and benefit increases; and

• growth in the overall size of the workforce due to facility expansions.




We incurred higher employee benefit expenses due to additional headcount,
contractual contribution rate increases to union multiemployer plans and changes
in benefit eligibility for certain union employees. These increases were
slightly offset by lower pension expense for our company-sponsored plans due to
higher discount rates used to measure the projected benefit obligations which
reduced service costs, and lower premiums due to improved funded status.
•      We incurred slightly lower fuel expense for the year, driven by declines

in fuel prices and higher alternative fuel tax credits in 2019 due to the

passage of additional legislation. These reductions were partially offset

by increased network volume, which resulted in higher fuel usage. Aircraft


       block hours increased 10.3%, daily package delivery stops increased 10.9%
       and daily delivery miles increased 7.9%.

• Lower costs for outside contract carriers were the result of retaining

additional volume within our network.




Total cost per piece, which includes transformation strategy costs and legal
contingencies and expenses, decreased 0.9% for the year. Excluding the year over
year impact of transformation strategy costs and legal contingencies and
expenses, adjusted cost per piece decreased 0.8% for the year. Year over year
cost per piece decreased due to the incremental impact of our new automated
facilities and other transformation initiatives.

Operating Profit and Margin
2019 compared to 2018
Operating profit increased $521 million with operating margins increasing 60
basis points to 9.0%. Excluding the year over year impact of transformation
strategy costs and legal contingencies and expenses, adjusted operating profit
increased $491 million with operating margins increasing 50 basis points to
9.4%. Operating profit increased as a result of the items described above.





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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


International Package Operations


                                     Year Ended December 31,           $ 

Change % Change


                                      2019              2018           2019/2018        2019/2018
Average Daily Package Volume (in
thousands):
Domestic                                1,721             1,723                             (0.1 )%
Export                                  1,472             1,482                             (0.7 )%
Total Average Daily Package
Volume                                  3,193             3,205                             (0.4 )%
Average Revenue Per Piece:
Domestic                         $       6.51       $      6.59     $       (0.08 )         (1.2 )%
Export                                  29.10             29.27             (0.17 )         (0.6 )%
Total Average Revenue Per Piece  $      16.93       $     17.08     $       (0.15 )         (0.9 )%
Operating Days in Period                  253               253
Revenue (in millions):
Domestic                         $      2,836       $     2,874     $         (38 )         (1.3 )%
Export                                 10,837            10,973              (136 )         (1.2 )%
Cargo & Other                             547               595               (48 )         (8.1 )%
Total Revenue                    $     14,220       $    14,442     $        (222 )         (1.5 )%
Operating Expenses (in
millions):
Operating Expenses               $     11,563       $    11,913     $        (350 )         (2.9 )%
Transformation Strategy Costs            (122 )             (76 )             (46 )         60.5  %
Adjusted Operating Expenses      $     11,441       $    11,837     $        (396 )         (3.3 )%
Operating Profit (in millions)
and Operating Margin:
Operating Profit                 $      2,657       $     2,529     $         128            5.1  %
Adjusted Operating Profit        $      2,779       $     2,605     $         174            6.7  %
Operating Margin                         18.7 %            17.5 %
Adjusted Operating Margin                19.5 %            18.0 %
Currency Translation Benefit /
(Cost)-(in millions)*:
Revenue                                                             $        (232 )
Operating Expenses                                                            302
Operating Profit                                                    $          70

* Net of currency hedging; amount represents the change compared to the prior year.

Revenue

The change in overall revenue was due to the following factors for the year ended December 31, 2019 versus 2018:


                                     Rates /         Fuel                   

Total Revenue


                        Volume     Product Mix     Surcharge    Currency    

Change


Revenue Change Drivers:
2019/2018               (0.4 )%         0.4 %         0.1 %       (1.6 )%        (1.5 )%



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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Volume
2019 compared to 2018
Our overall average daily volume decreased slightly due to weak demand from
several sectors including high tech, manufacturing, professional services,
automotive and government, partially offset by higher demand in healthcare,
retail and other sectors.
Export volume decreased slightly in 2019. European export volume declined across
all trade lanes, while Intra-European volume grew slightly. Total U.S. export
volume decreased, with declines in the Europe and Asia trade lanes partially
offset by growth in the U.S. to Americas and U.S. to ISMEA trade lanes. Asia
exports grew in all major trade lanes, with the exception of the United States.
Export volume for the year was strongest in our non-premium Transborder Standard
product, offset by declines in our premium Worldwide and Transborder Express
services.
Domestic volume also decreased slightly for the year as growth in several
domestic markets was more than offset by challenging economic conditions,
particularly in the United Kingdom and other European countries. Additionally, a
postal strike in Canada in 2018 drove additional domestic volume which did not
repeat in 2019.
Rates and Product Mix
2019 compared to 2018
On December 26, 2018, we implemented an average 4.9% net increase in base and
accessorial rates for international shipments originating in the United States.
Rate changes for shipments originating outside the U.S. are made throughout the
year and vary by geographic market. On August 26, 2019, we implemented a 1.0%
increase in International Air-Import fuel surcharge.
Total average revenue per piece decreased in 2019 due entirely to a 170 basis
point decrease from currency. Excluding the impact of currency, revenue per
piece increased 0.8% due to increases in base rates, partially offset by
declines in fuel surcharge indices.
Domestic revenue per piece decreased 120 basis points, driven entirely by a 390
basis point decrease from currency. Excluding the impact of currency, revenue
per piece increased 2.7% due to base rate increases.
Export revenue per piece decreased 60 basis points, also driven entirely by a
110 basis point decrease from currency. Excluding the impact of currency,
revenue per piece increased 0.5% as the trend toward our lower priced
non-premium services was more than offset by base rate increases.
Fuel Surcharges
We apply fuel surcharges on our international air and ground services. The fuel
surcharge for international air products originating inside or outside the
United States is largely indexed to the DOE's Gulf Coast spot price for a gallon
of kerosene-type jet fuel. Fuel surcharges for ground products originating
outside the United States are indexed to fuel prices in the region or country
where the shipments originate.
While fluctuations in fuel surcharges can be significant from period to period,
fuel surcharges represent one of the many individual components of our pricing
structure that impact our overall revenue and yield. Additional components
include the mix of products sold, the base price and any additional charges or
discounts on these services.
Total international fuel surcharge revenue decreased by $33 million in 2019,
primarily due to decreases in fuel surcharge indices and decreases in volume.
Operating Expenses
2019 compared to 2018
Operating expenses, and operating expenses excluding the year over year impact
of transformation strategy costs, decreased for 2019. These decreases are the
results of effective management of network capacity and cost in response to
lower volumes within our air, ground and local pickup and delivery networks,
combined with lower fuel prices and currency exchange rate movements.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



In addition to variability in usage and market prices, the manner in which we
purchase fuel also influences the net impact of fuel on our results. The
majority of our contracts for fuel purchases utilize index-based pricing
formulas plus or minus a fixed locational/supplier differential. While many of
the indices are aligned, each index may fluctuate at a different pace, driving
variability in the prices paid for fuel. Because of this, our operating results
may be affected should the market price of fuel suddenly change by a significant
amount or change by amounts that do not result in an adjustment in our fuel
surcharges, which can affect our earnings either positively or negatively in the
short-term.
The cost of operating our integrated international air and ground network
decreased $130 million for 2019. The decrease in network costs was primarily
driven by a 2.1% decrease in aircraft block hours, due in large part to our
ability to adjust our global air network to match capacity with demand, and
lower package volume for the year, together with lower fuel prices. Pickup and
delivery costs decreased $105 million in 2019. The remaining decrease in
operating expenses was driven by a $40 million gain from the sale of surplus
property in Canada, as well as decreases in the costs of package sorting and
other indirect operating costs.
Operating Profit and Margin
2019 compared to 2018
Operating profit increased $128 million for the year, with operating margin
increasing 120 basis points to 18.7%. Excluding the year over year impact of
transformation strategy costs, adjusted operating profit increased, with
adjusted operating margin up 150 basis points to 19.5%. Operating profit
increased as a result of the items described above.



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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Supply Chain & Freight Operations


                                     Year Ended December 31,           $ Change        % Change
                                      2019              2018          2019/2018        2019/2018
Freight LTL Statistics:
Revenue (in millions)            $      2,679       $     2,706     $        (27 )         (1.0 )%
Revenue Per Hundredweight        $      26.54       $     25.52     $       1.02            4.0  %
Shipments (in thousands)                9,281             9,720                            (4.5 )%
Shipments Per Day (in thousands)         36.7              38.4                            (4.5 )%
Gross Weight Hauled (in millions
of lbs)                                10,096            10,605                            (4.8 )%
Weight Per Shipment (in lbs)            1,088             1,091                            (0.3 )%
Operating Days in Period                  253               253
Revenue (in millions):
Forwarding                       $      5,867       $     6,580     $       (713 )        (10.8 )%
Logistics                               3,435             3,234              201            6.2  %
Freight                                 3,265             3,218               47            1.5  %
Other                                     814               794               20            2.5  %
Total Revenue                    $     13,381       $    13,826     $       (445 )         (3.2 )%
Operating Expenses (in
millions):
Operating Expenses               $     12,404       $    12,974     $       (570 )         (4.4 )%
Transformation Strategy Costs             (25 )             (49 )             24          (49.0 )%
Adjusted Operating Expenses      $     12,379       $    12,925     $       (546 )         (4.2 )%
Operating Profit (in millions) and Operating
Margins:
Operating Profit                 $        977       $       852     $        125           14.7  %
Adjusted Operating Profit        $      1,002       $       901     $        101           11.2  %
Operating Margin                          7.3 %             6.2 %
Adjusted Operating Margin                 7.5 %             6.5 %
Currency Translation Benefit /
(Cost)-(in millions)*:
Revenue                                                             $        (75 )
Operating Expenses                                                            67
Operating Profit                                                    $         (8 )

* Amount represents the change compared to the prior year.




                                          Year Ended December 31,             $ Change         % Change
                                           2019                2018           2019/2018        2019/2018
Transformation Strategy Costs
(in millions):
Forwarding                         $           12         $         16     $          (4 )        (25.0 )%
Logistics                                      13                   22                (9 )        (40.9 )%
Freight                                         -                    6                (6 )       (100.0 )%
Other                                           -                    5                (5 )       (100.0 )%
Total Transformation Strategy
Costs                              $           25         $         49     $         (24 )        (49.0 )%




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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Revenue
2019 compared to 2018
Total revenue for the Supply Chain & Freight segment decreased $445 million in
2019 compared with 2018.
Forwarding revenue decreased primarily due to an overall decline in market
demand that was impacted by global trade uncertainties. This led to lower volume
and declines in market rates in our international air and ocean freight
forwarding businesses. In addition, excess capacity in the truckload brokerage
market depressed rates, contributing to the year over year decrease in revenue.
These decreases were partially offset by yield management initiatives in our air
and ocean freight businesses.
Logistics revenue increased as we experienced growth in the healthcare, mail
services, retail and manufacturing sectors.
Overall UPS Freight revenue increased, as declines in LTL tonnage and shipment
volume which were largely attributable to market demand and the residual impacts
of the fourth quarter 2018 network disruption were more than offset by yield
management initiatives and volume growth in our Ground Freight Pricing product.
Operating Expenses
2019 compared to 2018
Total operating expenses for the Supply Chain & Freight segment, and operating
expenses excluding the year over year impact of transformation strategy costs,
decreased in 2019 compared with 2018.
Forwarding operating expenses decreased $685 million largely due to reductions
in purchased transportation. Purchased transportation expense decreased $655
million primarily due to lower tonnage and declines in market rates in our
international air and ocean freight forwarding businesses as well as a decrease
in volume and market rates in truckload brokerage. Cost management initiatives
in our freight forwarding businesses also contributed to the reduction in
operating expenses.
Logistics operating expenses increased $172 million, primarily due to increases
in purchased transportation driven by increased volume and rates, particularly
in our mail services business. Additionally, business investments in healthcare
quality assurance and technology increased costs.
UPS Freight operating expenses decreased $54 million. Decreases in costs
associated with operating our linehaul network ($49 million) and decreases in
pickup and delivery costs ($40 million) were driven by lower expenses from
outside transportation carriers as a result of a decline in tonnage, lower fuel
surcharges and the residual impacts of the fourth quarter 2018 network
disruption. These decreases were offset by increases in transportation expense
for our Ground Freight Pricing product due to higher volume. Cost management
initiatives and production improvements largely contributed to the overall
reduction in operating expenses.
Operating Profit and Margin
2019 compared to 2018
Total operating profit for the Supply Chain & Freight segment increased $125
million in 2019 compared with 2018. Excluding the year over year impact of
transformation strategy costs, adjusted operating profit increased $101 million.
Operating margin increased 110 basis points to 7.3%, while the adjusted
operating margin increased 100 basis points to 7.5%. Operating profit and margin
were impacted by the items described above.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Consolidated Operating Expenses


                                     Year Ended December 31,           $ Change         % Change
                                      2019              2018           2019/2018        2019/2018
Operating Expenses (in
millions):
Compensation and Benefits:       $     38,908       $    37,235     $       1,673            4.5  %
Transformation Strategy Costs            (166 )            (262 )              96          (36.6 )%
Adjusted Compensation and
Benefits                               38,742            36,973             1,769            4.8  %

Repairs and Maintenance                 1,838             1,732               106            6.1  %
Depreciation and Amortization           2,360             2,207               153            6.9  %
Purchased Transportation               12,590            13,409              (819 )         (6.1 )%
Fuel                                    3,289             3,427              (138 )         (4.0 )%
Other Occupancy                         1,392             1,362                30            2.2  %
Other Expenses                          5,919             5,465               454            8.3  %
Total Other Expenses                   27,388            27,602              (214 )         (0.8 )%
Other Transformation Strategy
Costs                                     (89 )             (98 )               9           (9.2 )%
Legal Contingencies and Expenses          (97 )               -               (97 )          N/M
Adjusted Total Other Expenses    $     27,202       $    27,504     $        (302 )         (1.1 )%

Total Operating Expenses         $     66,296       $    64,837     $       1,459            2.3  %
Adjusted Total Operating
Expenses                         $     65,944       $    64,477     $       1,467            2.3  %

Currency Translation Cost /
(Benefit)*                                                          $        (369 )


                                           Year Ended December 31,                 $ Change        % Change
                                             2019                   2018          2019/2018        2019/2018
Adjustments to Operating Expenses (in millions):
Transformation Strategy Costs:
Compensation                     $          21                  $         -     $         21            N/M
Benefits                                   145                          262             (117 )        (44.7 )%
Depreciation and Amortization                3                           12               (9 )        (75.0 )%
Other Occupancy                              8                            -                8            N/M
Other Expenses                              78                           86               (8 )         (9.3 )%
Total Transformation Strategy
Costs                            $         255                  $       360     $       (105 )        (29.2 )%
Legal Contingencies and
Expenses:
Other Expenses                   $          97                  $         -     $         97            N/M
Total Adjustments to Operating
Expenses                         $         352                  $       360     $         (8 )         (2.2 )%


Compensation and Benefits
2019 compared to 2018
Total compensation and benefits, and total compensation and benefits excluding
the year over year impact of transformation strategy costs, increased for 2019.
Total compensation costs increased $1.028 billion or 4.6%. Excluding the year
over year impact of transformation strategy costs, adjusted compensation
increased $1.007 billion largely due to higher U.S. Domestic direct labor costs.
These costs increased as a result of additional headcount, driven by U.S.
Domestic average daily volume growth that resulted in an increase in average
daily union hours of 4.7%. Contractual union wage increases also contributed to
the increase in compensation for hourly employees.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Benefits costs increased $645 million. Excluding the year over year impact of
transformation strategy costs, adjusted benefits costs increased $762 million
due to the following:
•      Health and welfare costs increased $570 million, driven by higher

contributions to multiemployer plans due to contractual rate increases, an

overall increase in the size of the workforce and changes in eligibility


       for certain union employees.


•      Pension and retirement benefits increased $18 million. The impacts of

contractually-mandated contribution increases to multiemployer plans, as

well as an increase in the size of the overall workforce, were

substantially offset by lower service cost for company-sponsored plans as

a result of higher discount rates.

• Vacation, excused absence, payroll taxes and other expenses increased $211

million, primarily driven by salary increases and growth in the overall

size of the workforce.

• Workers' compensation expense decreased $37 million as we experienced more

favorable actuarial adjustments. We evaluate the total range of actuarial

outcomes when estimating losses that will ultimately occur. See note 1 to


       the audited, consolidated financial statements for a further description
       of this policy.


Repairs and Maintenance
2019 compared to 2018
The increase in repairs and maintenance expense was driven by maintenance of our
aircraft, routine repairs to buildings and facilities and maintenance of our
other transportation equipment, due to additional investments we have made in
recent periods.
Depreciation and Amortization
2019 compared to 2018
We evaluate the useful lives of all our property, plant and equipment based on
our usage, maintenance and replacement policies, and taking into account
physical and economic factors that may affect the useful lives of the assets.
See note 1 to the audited, consolidated financial statements for a further
description of the policy.
For 2019, depreciation expense increased $365 million, and net income decreased
by $287 million, or $0.33 per share on a basic and diluted basis, as a result of
investments in property, plant and equipment, net of disposals and assets
becoming fully depreciated. Depreciation expense decreased $212 million, and net
income increased $167 million, or $0.19 per share on a basic and diluted basis,
as a result of lengthening our estimated useful lives for various asset
categories in the latter half of 2018. The combined effect of the foregoing was
a net increase in depreciation expense of $153 million and a decrease in net
income of $120 million, or $0.14 per share on a basic and diluted basis, for the
year.
Purchased Transportation
2019 compared to 2018
The decrease in purchased transportation expense charged to us by third-party
air, rail, ocean and truck carriers was primarily driven by the following
factors:
•      Expense in our Freight Forwarding and Logistics business decreased $530
       million due to decreases in both market rates and volume in our air and

ocean freight forwarding businesses. Our truckload brokerage business also

experienced declines in rates, primarily driven by market overcapacity.

These decreases were partially offset by increases due to volume growth


       and rate increases in our mail services business.


•      U.S. Domestic Package expense decreased $186 million primarily due to
       lower overall usage of third-party transportation carriers.


•      International Package expense decreased $100 million primarily due to
       favorable currency exchange rate movements.

• Other purchased transportation expense decreased $3 million due to changes

in the number of leased and chartered aircraft and lower fuel surcharges


       passed on to us by outside carriers.




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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Fuel
2019 compared to 2018
The decrease in fuel expense was driven by lower jet fuel, diesel and gasoline
prices as well as higher alternative fuel tax credits as a result of legislation
passed in 2019. These decreases were partially offset by higher consumption due
to additional aircraft block hours and vehicle miles driven by higher U.S.
Domestic package volume.
Other Occupancy
2019 compared to 2018
The increase in other occupancy expense and other occupancy expense excluding
the year over year impact of transformation strategy costs was primarily driven
by additional operating facilities coming into service.
Other Expenses
2019 compared to 2018
Other expenses, and other expenses excluding the year over year impact of
transformation strategy costs and legal contingencies and expenses, increased
for 2019. The increase was attributable to various items, including adjustments
to reserves for self-insured automobile liability claims, bad debt expense,
technology equipment and software licenses, professional service fees and
advertising. These increases were partially offset by a $40 million gain on the
sale of surplus property in Canada and lower travel and entertainment expenses.
Other Income and (Expense)
The following table sets forth investment income (expense) and other and
interest expense for the years ended December 31, 2019 and 2018 (in millions):
                                     Year Ended December 31,           $ Change        % Change
                                      2019              2018          2019/2018        2019/2018
Investment Income (Expense) and
Other                            $     (1,493 )     $      (400 )   $     (1,093 )        273.3  %
Defined Benefit Plans
Mark-to-Market Charges                  2,387             1,627              760           46.7  %
Adjusted Investment Income
(Expense) and Other              $        894       $     1,227     $       (333 )        (27.1 )%

Interest Expense                         (653 )            (605 )            (48 )          7.9  %
Total Other Income and (Expense) $     (2,146 )     $    (1,005 )   $     (1,141 )        113.5  %
Adjusted Other Income and
(Expense)                        $        241       $       622     $       (381 )        (61.3 )%


Investment Income (Expense) and Other
2019 compared to 2018
Investment income (expense) and other for the period increased $1.093 billion,
which included a $760 million increase in mark-to-market pension charges.
Excluding the impact of the defined benefit plan mark-to-market charges,
adjusted investment income (expense) and other for the period, which includes
expected investment returns on pension assets, net of interest cost on projected
benefit obligations, prior service cost and investment income, decreased $333
million. Expected returns on plan assets decreased as a result of the lower
asset base driven by negative asset returns in 2018, partially offset by the
effects of higher discretionary contributions in 2019. Pension interest cost
increased with higher year-end discount rates, ongoing plan growth and an
increase in the projected benefit obligation as a result of the 2018 year-end
measurement of our plans. Investment income increased as a result of higher
yields on invested assets, higher overall investment balances and foreign
currency exchange rate movements.




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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Interest Expense
2019 compared to 2018
Interest expense increased primarily due to higher average outstanding debt
balances and higher effective interest rates, combined with lower capitalized
interest for 2019.
Income Tax Expense
The following table sets forth income tax expense and our effective tax rate for
the years ended December 31, 2019 and 2018 (in millions):
                                                 Year Ended December 31,            $ Change       % Change
                                                  2019               2018          2019/2018       2019/2018
Income Tax Expense:                          $      1,212       $      1,228     $        (16 )       (1.3 )%
Income Tax Impact of:
Defined Benefit Plans Mark-to-Market Charges          571                390              181         46.4  %
Transformation Strategy Costs                          59                 87              (28 )      (32.2 )%
Legal Contingencies and Expenses                        6                  -                6          N/M
Adjusted Income Tax Expense                  $      1,848       $      1,705     $        143          8.4  %
Effective Tax Rate                                   21.4 %             20.4 %
Adjusted Effective Tax Rate                          22.0 %             

21.3 %

For additional information on income tax expense and our effective tax rate, see note 14 to the audited, consolidated financial statements.


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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Liquidity and Capital Resources
As of December 31, 2019, we had $5.741 billion in cash, cash equivalents and
marketable securities. We believe that our current cash position, access to
commercial paper programs and debt capital markets and cash flow generated from
operations should be adequate not only for operating requirements, but also to
enable us to complete our capital expenditure programs, transformation strategy
and to fund dividend payments, share repurchases, pension contributions and
long-term debt payments through the next several years. We regularly evaluate
opportunities to optimize our capital structure, including through issuances of
debt or equity to refinance existing debt and to fund ongoing cash needs.
Cash Flows From Operating Activities
The following is a summary of the significant sources (uses) of cash from
operating activities (in millions):
                                                               2019         

2018


Net Income                                                 $    4,440     $ 

4,791


Non-cash operating activities(1)                                6,405       

6,048

Pension and postretirement benefit plan contributions (company-sponsored plans)

                                      (2,362 )         (186 )
Hedge margin receivables and payables                             171       

482


Income tax receivables and payables                               599       

469

Changes in working capital and other non-current assets and liabilities

                                                  (634 )     

1,091


Other operating activities                                         20       

16


Net cash from operating activities                         $    8,639     $ 

12,711




(1) Represents depreciation and amortization, gains and losses on derivative
transactions and foreign exchange, deferred income taxes, provisions for
uncollectible accounts receivable, amortization on operating lease assets,
pension and postretirement benefit expense, stock compensation expense and other
non-cash items.
Cash from operating activities remained strong throughout 2018 and 2019. Most of
the variability in operating cash flows during this period related to funding
company-sponsored pension and postretirement benefit plans (and related cash tax
deductions). Except for discretionary or accelerated fundings of our plans,
contributions to our company-sponsored pension plans have largely varied in
accordance with minimum funding requirements. We made discretionary
contributions to our three primary, company-sponsored U.S. pension plans
totaling $2.0 billion in 2019. No discretionary contributions were made in 2018.
The remaining contributions in 2018 and 2019 were to our international pension
plans and U.S. postretirement medical benefit plans.
Operating cash flows were impacted by changes in our working capital management
whereby certain payments from the fourth quarter of 2018 shifted into the first
quarter of 2019. In addition, accelerated growth in the business lifted overall
working capital demand. The net hedge margin collateral received from our
derivative counterparties was $171 and $482 million during 2019 and 2018,
respectively, due to the change in net fair value of the derivative contracts
used in our currency and interest rate hedging programs. Cash payments for
income taxes were $514 million and $2 million for 2019 and 2018, respectively,
primarily due to timing of deductions related to pension contributions.
As of December 31, 2019, our total worldwide holdings of cash, cash equivalents
and marketable securities were $5.741 billion, of which approximately $2.564
billion was held by foreign subsidiaries. The amount of cash, cash equivalents
and marketable securities held by our U.S. and foreign subsidiaries fluctuates
throughout the year due to a variety of factors, including the timing of cash
receipts and disbursements in the normal course of business. Cash provided by
operating activities in the U.S. continues to be our primary source of funds to
finance domestic operating needs, capital expenditures, share repurchases,
pension contributions and dividend payments to shareowners. All cash, cash
equivalents and marketable securities held by foreign subsidiaries are generally
available for distribution to the U.S. without any U.S. federal income taxes.
Any such distributions may be subject to foreign withholding and U.S. state
taxes. When amounts earned by foreign subsidiaries are expected to be
indefinitely reinvested, no accrual for taxes is provided.



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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Cash Flows From Investing Activities Our primary sources (uses) of cash for investing activities were as follows (amounts in millions):


                                                         2019               

2018


Net cash used in investing activities              $       (6,061 )   $       (6,330 )
Capital Expenditures:
Buildings, facilities and plant equipment          $       (2,729 )   $       (3,147 )
Aircraft and parts                                         (1,890 )           (1,496 )
Vehicles                                                     (987 )             (931 )
Information technology                                       (774 )             (709 )
Total Capital Expenditures(1):                     $       (6,380 )   $       (6,283 )
Capital Expenditures as a % of revenue                        8.6 %              8.7 %
Other Investing Activities:
Proceeds from disposals of property, plant and
equipment                                          $           65     $     

37


Net change in finance receivables                  $           13     $     

4


Net (purchases), sales and maturities of
marketable securities                              $          322     $          (87 )
Cash paid for business acquisitions, net of cash
and cash equivalents acquired                      $           (6 )   $           (2 )
Other investing activities                         $          (75 )   $            1


(1) In addition to capital expenditures of $6.380 and $6.283 billion in 2019 and
2018, respectively, there were capital expenditures relating to the principal
repayments of finance lease obligations of $140 and $340 million. These are
included in cash flows from financing activities.
We have commitments for the purchase of aircraft, vehicles, equipment and real
estate to provide for the replacement of existing capacity and anticipated
future growth. We generally fund our capital expenditures with cash from
operations. Future capital spending for anticipated growth and replacement
assets will depend on a variety of factors, including economic and industry
conditions. In 2017 we began a multi-year investment program in our smart global
logistics network which impacts all asset categories, with the largest
investments in buildings, facilities and plant equipment. This investment
program will continue in 2020, and we anticipate that our capital expenditures
will be approximately $6.5 to $7.0 billion.
Capital expenditures on buildings, facilities and plant equipment decreased in
2019 compared to 2018 in our U.S. and international package businesses, as we
completed several facility automation and capacity expansion projects in 2018.
Capital spending on aircraft increased in 2019 compared 2018 due to a net
increase in contract deposits on open aircraft orders and final payments
associated with the delivery of aircraft. Capital spending on information
technology increased in 2019 compared to 2018 due to continuing development of
technology enabled solutions and capitalized software projects. Capital spending
on vehicles increased in 2019 relative to 2018, largely due to the timing of
vehicle replacements and expansion of the overall fleet to support volume
growth.
Proceeds from the disposal of property, plant and equipment were largely
attributable to the sale of an international property in 2019 and disposal of
equipment in 2018. The net change in finance receivables was due to reductions
in our finance portfolios in 2019 compared with 2018. Purchases and sales of
marketable securities are largely determined by liquidity needs and the periodic
rebalancing of investment types, and will fluctuate from period to period.
Cash paid for business acquisitions in 2019 and 2018 related to our acquisition
of area franchise rights for The UPS Store, as well as other, small acquisitions
in our International Small Package and Logistics business units in 2019. Other
investing activities are impacted by changes in our non-current investments and
various other items.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Cash Flows From Financing Activities Our primary sources (uses) of cash for financing activities were as follows (amounts in millions, except per share data):


                                                     2019          2018
Net cash used in financing activities             $ (1,727 )    $ (5,692 )
Share Repurchases:
Cash expended for shares repurchased              $ (1,004 )    $ (1,011 )
Number of shares repurchased                          (9.1 )        (8.9 )
Shares outstanding at period end                       857           858

Percent increase (decrease) in shares outstanding (0.1 )% (0.1 )% Dividends: Dividends declared per share

$   3.84      $   3.64
Cash expended for dividend payments               $ (3,194 )    $ (3,011 )

Borrowings:

Net borrowings (repayments) of debt principal $ 2,419 $ (1,622 ) Other Financing Activities: Cash received for common stock issuances $ 218 $ 240 Other financing activities

$   (166 )    $   (288 )

Capitalization:


Total debt outstanding at year end                $ 25,238      $ 22,736
Total shareowners' equity at year end                3,283         3,037
Total capitalization                              $ 28,521      $ 25,773


For the years ended December 31, 2019 and 2018, we repurchased a total of 9.1
and 8.9 million shares of class A and class B common stock for $1.005 and $1.000
billion, respectively ($1.004 and $1.011 billion in repurchases for 2019 and
2018, respectively, are reported on the cash flow statement due to the timing of
settlements). For additional information on our share repurchase activities, see
note 11 to the audited, consolidated financial statements.
For the years ended December 31, 2019 and 2018, dividends reported within
shareowners' equity include $147 and $178 million, respectively, of non-cash
dividends that were settled in shares of class A common stock.
The declaration of dividends is subject to the discretion of the Board of
Directors and depends on various factors, including our net income, financial
condition, cash requirements, future prospects and other relevant factors. We
expect to continue the practice of paying regular cash dividends. In February
2020, we increased our quarterly dividend payment from $0.96 to $1.01 per share,
a 5.2% increase.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Issuances of debt in 2019 consisted of fixed-rate senior notes totaling $3.0
billion and commercial paper. In 2018, issuances of debt consisted primarily of
commercial paper. The following is a summary of debt issuances in 2019 (in
millions):
                                          Principal Amount in USD
2019
Fixed-rate senior notes:
2.200% senior notes                      $                     400
2.500% senior notes                                            400
3.400% senior notes (multiple issuances)                     1,450
4.250% senior notes                                            750
Total                                    $                   3,000


Repayments of debt in 2019 and 2018 consisted primarily of our $1.0 billion
5.125% fixed-rate senior notes that matured in April 2019 and our $750 million
5.50% fixed-rate senior notes that matured in January 2018. The remaining
repayments of debt during the period included paydowns of commercial paper and
scheduled principal payments on our finance lease obligations. We consider the
overall fixed and floating interest rate mix of our portfolio and the related
overall cost of borrowing when planning for future issuances and non-scheduled
repayments of debt.
The amount of commercial paper outstanding fluctuates throughout the year based
on daily liquidity needs. The following is a summary of our commercial paper
program (in millions):
            Functional
             currency
            outstanding
          balance at year     Outstanding balance      Average balance         Average balance
                end             at year end ($)          outstanding           outstanding ($)      Average interest rate

2019
USD      $         2,172     $             2,172     $            1,665     $             1,665                2.24  %
EUR      €           949     $             1,062     €              903     $             1,011               (0.39 )%
Total                        $             3,234


            Functional
             currency
            outstanding
          balance at year     Outstanding balance      Average balance         Average balance
                end             at year end ($)          outstanding           outstanding ($)      Average interest rate
2018
USD      $         1,968     $             1,968     $            2,137     $             2,137                1.81  %
EUR      €           606     $               694     €              360     $               425               (0.38 )%
Total                        $             2,662


The variation in cash received from common stock issuances was primarily due to
the amount of stock option exercises by employees in 2018 and 2019.
Other financing activities includes cash used to repurchase shares from
employees sold to satisfy tax withholding obligations on vested stock awards of
$180 and $259 million in 2019 and 2018, respectively. Net cash inflows from
premium payments and settlements of capped call options for the purchase of UPS
class B shares were $21 and $34 million in 2019 and 2018, respectively.
Sources of Credit
See note 8 to the audited, consolidated financial statements for a discussion of
our available credit and debt covenants.



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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Guarantees and Other Off-Balance Sheet Arrangements
Except as disclosed in note 8 to the audited, consolidated financial statements,
we do not have guarantees or other off-balance sheet financing arrangements,
including variable interest entities, which we believe could have a material
impact on financial condition or liquidity.
Contractual Commitments
We have contractual obligations and commitments in the form of finance leases,
operating leases, debt obligations, purchase commitments and certain other
liabilities. We intend to satisfy these obligations primarily through the use of
cash flow from operations. The following table summarizes the expected cash
outflow to satisfy our contractual obligations and commitments as of
December 31, 2019 (in millions):
Commitment Type             2020        2021        2022        2023        2024        After 2024       Total
Finance Leases           $    199          44          39          37          35              259     $    613
Operating Leases              619         536         451         360         256            1,267        3,489
Debt Principal              4,232       2,551       2,001       2,284       1,474           12,349       24,891
Debt Interest                 749         661         601         521         481            6,522        9,535

Purchase Commitments (1) 3,569 1,982 966 323


  261              201        7,302
Tax Act Repatriation
Liability                       -           -           -          13          49               61          123
Pension Funding             1,180           -           -           -           -                -        1,180
Total                    $ 10,548     $ 5,774     $ 4,058     $ 3,538     $ 2,556     $     20,659     $ 47,133


(1) Purchase commitments includes amounts due under aircraft leases that we
entered into in 2019 and our January 29, 2020 announced commitment to purchase
10,000 electric vehicles.
Our finance lease obligations relate primarily to leases on aircraft and real
estate. Finance leases and operating leases are discussed further in note 10 to
the audited, consolidated financial statements. Purchase commitments, as well as
our debt principal obligations, are discussed further in note 8 to the audited,
consolidated financial statements. The amount of interest on our debt was
calculated as the contractual interest payments due on our fixed-rate debt and
variable rate debt based on interest rates as of December 31, 2019. The
calculations of debt interest take into account the effect of interest rate swap
agreements. For debt denominated in a foreign currency, the U.S. Dollar
equivalent principal amount of the debt at the end of the year was used as the
basis to calculate future interest payments.
Purchase commitments represent contractual agreements to purchase assets, goods
or services that are legally binding, including contracts for aircraft,
construction of new or expanded facilities and orders for technology equipment
and vehicles. As of December 31, 2019, we had firm commitments to lease three
used and purchase eight new Boeing 767-300 aircraft, to be delivered between
2020 and 2021 and to purchase 13 new Boeing 747-8F aircraft to be delivered
between 2020 and 2022. We also had a firm commitment to purchase five Boeing
MD-11 aircraft to be delivered between 2020 and 2021. We paid the full purchase
price for these MD-11 aircraft in December 2019; therefore these amounts are not
included in the table above.
On December 22, 2017, the United States enacted into law the Tax Act requiring a
one-time transition tax on certain unrepatriated earnings of foreign
subsidiaries. Companies may elect to pay the tax over eight years based on an
installment schedule outlined in the Tax Act but are required under current
Internal Revenue Service guidance to offset certain overpayments of tax against
the liability. We made this election and have reflected our remaining transition
tax due by year as a contractual obligation.
There are no anticipated required minimum cash contributions to our qualified
U.S. pension plans (these plans are discussed further in note 5 to the audited,
consolidated financial statements). The amount of any minimum funding
requirement, as applicable, for these plans could change significantly in future
periods depending on many factors, including future plan asset returns, discount
rates, other actuarial assumptions and changes to pension plan funding
regulations. A decline in discount rates or a sustained significant decline in
equity or bond returns could result in our domestic pension plans being subject
to significantly higher minimum funding requirements. Actual contributions made
in future years could materially differ and consequently required minimum
contributions beyond 2020 cannot be reasonably estimated.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



As discussed in note 6 to the audited, consolidated financial statements, we are
not currently subject to any minimum contributions or surcharges with respect to
the multiemployer pension and health and welfare plans in which we participate.
Contribution rates to these multiemployer pension and health and welfare plans
are established through the collective bargaining process. As we are not subject
to any minimum contribution levels, we have not included any amounts in the
contractual commitments table with respect to these multiemployer plans.
The table above does not include approximately $228 million of liabilities for
uncertain tax positions because we are uncertain if or when such amounts will
ultimately be settled in cash. Uncertain tax positions are further discussed in
note 14 to the audited, consolidated financial statements.
As of December 31, 2019, we had outstanding letters of credit totaling
approximately $1.267 billion issued in connection with our self-insurance
reserves and other routine business requirements. We also issue surety bonds as
an alternative to letters of credit in certain instances, and as of December 31,
2019, we had $1.327 billion of surety bonds written. As of December 31, 2019, we
had unfunded loan commitments totaling $131 million associated with UPS Capital.
We believe that funds from operations and borrowing programs will provide
adequate sources of liquidity and capital resources to meet our expected
long-term needs for the operation of our business, including anticipated capital
expenditures, transformation strategy and pension contributions for the
foreseeable future.
Contingencies
See note 5 to the audited, consolidated financial statements for a discussion of
pension related matters and note 9 for a discussion of judicial proceedings and
other matters arising from the conduct of our business activities.

Collective Bargaining Agreements
Status of Collective Bargaining Agreements
See note 6 to the audited, consolidated financial statements for a discussion of
the status of collective bargaining agreements.
Multiemployer Benefit Plans
We contribute to a number of multiemployer pension 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 will
remain in effect throughout the terms of the existing collective bargaining
agreements.
New Accounting Pronouncements
Recently Adopted Accounting Standards
See note 1 to the audited, consolidated financial statements for a discussion of
recently adopted accounting standards.
Accounting Standards Issued But Not Yet Effective
See note 1 to the audited, consolidated financial statements for a discussion of
accounting standards issued, but not yet effective.
Rate Adjustments
Effective December 29, 2019, the rates and accessorial charges for UPS Ground,
UPS Air and International services increased by an average net 4.9%. UPS Air
Freight rates within and between the U.S., Canada and Puerto Rico increased an
average net 4.2%. Density-based UPS Freight non-contractual LTL rates using
Tariff 580 increased an average net 3.9%.
These rate changes are customary and occur on an annual basis. Rate changes for
shipments originating outside the U.S. are made throughout the year and vary by
geographic market.


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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which are
prepared in accordance with GAAP. As indicated in note 1 to the audited,
consolidated financial statements, the amounts of assets, liabilities, revenue
and expenses reported in our financial statements are affected by estimates and
judgments that are necessary to comply with GAAP. We base our estimates on prior
experience and assumptions and third-party input that we consider reasonable to
our circumstances. Actual results could differ materially from our estimates,
which would affect the related amounts reported in our consolidated financial
statements. While estimates and judgments are applied in arriving at many
reported amounts, we believe that the following critical accounting policies
involve a higher degree of judgment and complexity.
Contingencies
As discussed in note 9 to the audited, consolidated financial statements, we are
involved in various legal proceedings and subject to various contingencies. The
events that may impact our contingent liabilities are often unique and generally
are not predictable. At the time a contingency is identified, we consider all
relevant facts as part of our evaluation. We record a liability for a loss when
the loss is probable of occurring and reasonably estimable. Events may arise
that were not anticipated and the outcome of a contingency may result in a loss
to us that differs from our previously estimated liability. This difference
could be material. Income taxes and self-insurance are discussed below. Except
as disclosed in note 9 to the audited, consolidated financial statements, other
contingent losses that were probable and estimable were not material to our
financial position or results of operations as of, or for the year ended,
December 31, 2019. In addition, we have certain contingent liabilities that have
not been recognized as of, or for the year ended, December 31, 2019, because a
loss was not reasonably estimable.
Goodwill and Intangible Impairment
We test goodwill for impairment in each of our reporting units on an annual
basis. Our U.S. Domestic Package segment is a reporting unit. In our
International Package reporting segment, we have the following reporting units:
Europe, Asia, Americas and ISMEA. In our Supply Chain & Freight segment we have
the following reporting units: Forwarding, Logistics, UPS Mail Innovations, UPS
Freight, The UPS Store, UPS Capital, Marken and Coyote Logistics. Our annual
goodwill impairment testing date is July 1st for each reporting unit owned at
the testing date. In assessing goodwill for impairment, we initially evaluate
qualitative factors to determine if it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. If the qualitative
assessment is not conclusive and it is necessary to calculate the fair value of
a reporting unit, then we utilize a two-step process to test goodwill for
impairment. First, a comparison of the fair value of the applicable reporting
unit with the aggregate carrying value, including goodwill, is performed. If the
carrying amount of a reporting unit exceeds the reporting unit's fair value, we
perform the second step of the goodwill impairment test to determine the amount
of impairment loss. The second step includes comparing the implied fair value of
the affected reporting unit's goodwill with the carrying value of that goodwill.
We primarily determine the fair value of our reporting units using a discounted
cash flow ("DCF") model and supplement this with observable valuation multiples
for comparable companies, as appropriate. The completion of the DCF model
requires that we make a number of significant assumptions to produce an estimate
of future cash flows. These assumptions include projections of future revenue,
costs, capital expenditures and working capital changes, as well as assumptions
about the estimated cost of capital and other relevant variables. The
projections that we use in our DCF model are updated annually and will change
over time based on the historical performance and changing business conditions
for each of our reporting units. The determination of whether goodwill is
impaired involves a significant level of judgment in these assumptions, and
changes in our business strategy, government regulations, or economic or market
conditions could significantly impact these judgments. We routinely monitor
market conditions and other factors to determine if interim impairment tests are
necessary. If impairment indicators are present in future periods, the resulting
impairment charges could have a material impact on our results of operations.
None of the reporting units incurred any goodwill impairment charges in 2019 or
2018. Changes in our forecasts could cause carrying values of our reporting
units to exceed their fair values in future periods, potentially resulting in a
goodwill impairment charge. During the year, management monitored the actual
performance of the business relative to the fair value assumptions used during
our annual goodwill impairment test. For the periods presented, no triggering
events were identified that required an interim impairment test. Based on most
recent tests, the fair value of all our reporting units exceed their carrying
value.


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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



A trade name with a carrying value of $200 million and licenses with a carrying
value of $4 million as of December 31, 2019 are considered to be
indefinite-lived intangibles, and therefore are not amortized. Impairment tests
for indefinite-lived intangibles are performed on an annual basis. We determined
that the income approach, specifically the relief from royalty method, is the
most appropriate valuation method for the trade name. The estimated fair value
of the trade name is compared to the carrying value of the asset. If the
carrying value of the trade name exceeds its estimated fair value, an impairment
charge is recognized for the amount by which the carrying amount of the asset
exceeds its fair value. This valuation approach requires that we make a number
of assumptions to estimate fair value. These assumptions include projections of
future revenues, market royalty rates, tax rates, discount rates and other
relevant variables. The projections we use in the model are updated annually and
will change over time based on the historical performance and changing business
conditions.

All of our remaining recorded intangible assets are deemed to be finite-lived
intangibles, and are amortized over their estimated useful lives. Impairment
tests for these intangible assets are only performed when a triggering event
occurs that indicates that the carrying value of the intangible may not be
recoverable based on the undiscounted future cash flows of the intangible. If
the carrying amount of the intangible is determined not to be recoverable, a
write-down to fair value is recorded. Fair values are determined based on a DCF
model. If impairment indicators are present in future periods, the resulting
impairment charges could have a material impact on our results of operations.
Impairments of finite-lived intangible assets were $2 and $12 million in 2019
and 2018, respectively. There were no impairments of indefinite-lived intangible
assets in 2019 or 2018.
Self-Insurance Accruals
We self-insure costs associated with workers' compensation claims, automobile
liability, health and welfare and general business liabilities, up to certain
limits. Insurance reserves are established for estimates of the loss that we
will ultimately incur on reported claims, as well as loss estimates for claims
that have been incurred but not yet reported. Recorded balances are based on
third-party actuarial estimates, which incorporate historical loss experience
and judgments about the present and expected cost per claim. Trends in actual
experience are a significant factor in the determination of our reserves.

Workers' compensation, automobile liability and general liability insurance
claims may take several years to completely settle. Consequently, actuarial
estimates are required to project the ultimate cost that will be incurred to
fully resolve a claim. A number of factors can affect the actual cost of a
claim, including the length of time the claim remains open, trends in healthcare
costs, the results of any related litigation and with respect to workers'
compensation claims and changes in legislation. Furthermore, claims may emerge
in a future year for events that occurred in a prior year at a rate that differs
from actuarial projections. All of these factors can result in revisions to
actuarial projections and produce a material difference between estimated and
actual operating results. Based on our historical experience, during 2019 we
changed our self-insurance reserves from the central estimate to the low end of
the actuarial range of losses. We believe our estimated reserves for such claims
are adequate; actual experience in claim frequency and/or severity could
materially differ from our estimates and affect our results of operations. For
additional information on our self-insurance reserves, refer to note 1 of the
audited, consolidated financial statements.

We sponsor a number of health and welfare insurance plans for our employees.
Liabilities and expenses related to these plans are based on estimates of, among
other things, the number of employees and eligible dependents covered under the
plans, anticipated medical usage by participants and overall trends in medical
costs and inflation. We believe our estimates are reasonable/appropriate. Actual
experience may differ from these estimates and, therefore, produce a material
difference between estimated and actual operating results.

Pension and Postretirement Medical Benefits
Our pension and other postretirement benefit costs are calculated using various
actuarial assumptions and methodologies. These assumptions include discount
rates, healthcare cost trend rates, inflation, compensation increase rates,
expected returns on plan assets, mortality rates and other factors. The
assumptions utilized in recording the obligations under our plans represent our
best estimates, and we believe that they are reasonable, based on information as
to historical experience and performance as well as other factors that might
cause future expectations to differ from past trends.



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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Differences in actual experience or changes in assumptions may affect our
pension and other postretirement obligations and future expenses. The primary
factors contributing to actuarial gains and losses each year are (1) changes in
the discount rate used to value pension and postretirement benefit obligations
as of the measurement date, (2) differences between the expected and the actual
return on plan assets, (3) changes in demographic assumptions including
mortality, (4) participant experience different from demographic assumptions and
(5) changes in coordinating benefits with plans not sponsored by UPS. In October
2019, we refined the bond matching approach used to determine the discount rate
for our U.S. pension and postretirement plans by implementing advances in
technology and modeling techniques. This refinement decreased the projected
benefit obligation on our consolidated balance sheet by approximately $900
million as of December 31, 2019, decreased the pre-tax mark-to-market charge by
approximately $810 million and increased net income by $616 million, or $0.71
per share on a basic and diluted basis.

We recognize changes in the fair value of plan assets and net actuarial gains or
losses in excess of a corridor (defined as 10% of the greater of the fair value
of plan assets or the plans' projected benefit obligations) in pension expense
annually at December 31st each year. The remaining components of pension expense
(herein referred to as "ongoing net periodic benefit cost"), primarily service
and interest costs and the expected return on plan assets, are reported on a
quarterly basis.

The following sensitivity analysis shows the impact of a 25 basis point change
in the assumed discount rate and return on assets for our pension and
postretirement benefit plans, and the resulting increase/(decrease) on our
obligations and expense as of, and for the year ended, December 31, 2019 (in
millions).
                                                            25 Basis Point       25 Basis Point
Pension Plans                                                  Increase             Decrease
Discount Rate:
Effect on ongoing net periodic benefit cost                $         (37 )  

$ 38 Effect on net periodic benefit cost for amounts recognized outside the 10% corridor

                                          (1,390 )             2,043
Effect on projected benefit obligation                            (2,156 )             2,294
Return on Assets:
Effect on ongoing net periodic benefit cost(1)                      (100 )               100
Effect on net periodic benefit cost for amounts recognized
outside the 10% corridor(2)                                         (100 )               100

Postretirement Medical Plans
Discount Rate:
Effect on ongoing net periodic benefit cost                            3                  (3 )

Effect on net periodic benefit cost for amounts recognized outside the 10% corridor

                                             (37 )                48
Effect on accumulated postretirement benefit obligation              (55 )                65
Healthcare Cost Trend Rate:
Effect on ongoing net periodic benefit cost                            1                  (1 )

Effect on net periodic benefit cost for amounts recognized outside the 10% corridor

                                               4                  (5 )
Effect on accumulated postretirement benefit obligation               14                 (16 )


(1)  Amount calculated based on 25 basis point increase / decrease in the
     expected return on assets.

(2) Amount calculated based on 25 basis point increase / decrease in the actual


     return on assets.



Refer to note 5 to the audited, consolidated financial statements for information on our potential liability for coordinating benefits related to the Central States Pension Fund.


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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Depreciation, Residual Value and Impairment of Fixed Assets
As of December 31, 2019, we had $30.482 billion of net fixed assets, the most
significant category of which is aircraft. In accounting for fixed assets, we
make estimates of the expected useful lives, the expected residual values and
the potential for impairment based on the fair values of the assets and the cash
flows which they generate.
In estimating the lives and expected residual values of aircraft, we rely upon
actual experience with the same or similar aircraft types. Revisions to these
estimates could be caused by changes to our maintenance programs, changes in the
utilization of the aircraft, governmental regulations on aging aircraft and
changing market prices of new and used aircraft of the same or similar types. We
periodically evaluate these estimates and assumptions, and adjust them as
necessary. Adjustments are accounted for on a prospective basis through
depreciation expense. In 2019, we revised our estimates of the useful lives and
residual values for certain airframes, engines and related rotable parts. This
change increased the useful lives of certain fleet types and reduced the useful
lives and residual values of the majority of our used aircraft. The net impact
to 2019 depreciation expense was not material. In estimating cash flows, we
project future volume levels for our different air products in all geographic
regions in which we do business. Adverse changes in these volume forecasts, or a
shortfall of our actual volume compared with our projections, could result in
our current aircraft capacity exceeding current or projected demand. This
situation could lead to an excess of a particular aircraft, resulting in an
aircraft impairment charge or a reduction of the expected life of an aircraft
(thus resulting in increased depreciation expense).
We evaluate the useful lives of our property, plant and equipment based on our
usage, maintenance and replacement policies, and taking into account physical
and economic factors that may affect the useful lives of the assets. As part of
our ongoing investment in transformation in 2018, we revised our estimates of
useful lives for building improvements, vehicles and plant equipment based on
our current assessment of these factors. In general, these changes in estimate
had the effect of lengthening the useful lives of vehicles, building
improvements and plant equipment, and were applied prospectively beginning in
2018 through depreciation expense. See "Consolidated Operating Expenses" of this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the discussion of the impacts to "Depreciation and
Amortization." See note 1 to the audited, consolidated financial statements for
a discussion of our accounting policies and note 4 for a discussion of the
change in estimated useful lives.
We review long-lived assets for impairment when circumstances indicate the
carrying amount of an asset may not be recoverable based on the undiscounted
future cash flows of the asset. If the carrying amount of the asset is
determined not to be recoverable, a write-down to fair value is recorded. Fair
values are determined based on quoted market values, discounted cash flows or
external appraisals, as appropriate. We review long-lived assets for impairment
at the individual asset or the asset group level for which the lowest level of
independent cash flows can be identified. The circumstances that would indicate
potential impairment may include, but are not limited to, a significant change
in the extent to which an asset is utilized and operating or cash flow losses
associated with the use of the asset.
There were no impairment charges on our property, plant and equipment during
2019 or 2018.
Fair Value Measurements
In the normal course of business, we hold and issue financial instruments that
contain elements of market risk, including derivatives, marketable securities,
finance receivables, pension assets, other investments and debt. Certain of
these financial instruments are required to be recorded at fair value,
principally derivatives, marketable securities, pension assets and certain other
investments. Fair values are based on listed market prices, when such prices are
available. To the extent that listed market prices are not available, fair value
is determined based on other relevant factors, including dealer price
quotations. If listed market prices or other relevant factors are not available,
inputs are developed from unobservable data reflecting our own assumptions and
include situations where there is little or no market activity for the asset or
liability. Certain financial instruments, including over-the-counter derivative
instruments, are valued using pricing models that consider, among other factors,
contractual and market prices, correlations, time value, credit spreads and
yield curve volatility factors. Changes in the fixed income, foreign exchange
and commodity markets will impact our estimates of fair value in the future,
potentially affecting our results of operations. A quantitative sensitivity
analysis of our exposure to changes in commodity prices, foreign currency
exchange rates and interest rates is presented in the "Quantitative and
Qualitative Disclosures about Market Risk" section of this report.

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UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



Certain non-financial assets and liabilities are measured at fair value on a
nonrecurring basis, including property, plant, and equipment, goodwill and
intangible assets. These assets are not measured at fair value on a recurring
basis; however, they are subject to fair value adjustments in certain
circumstances, such as when there is evidence of an impairment.
For acquisitions, we allocate the fair value of purchase consideration to the
tangible assets acquired, liabilities assumed and intangible assets acquired
based on their estimated fair values. The excess of the fair value of purchase
consideration over the fair values of these identifiable assets and liabilities
is recorded as goodwill. Such valuations require management to make significant
estimates and assumptions, especially with respect to intangible assets.
Significant estimates in valuing certain intangible assets include, but are not
limited to, future expected cash flows from acquired customers, technology and
trade names from a market participant perspective, useful lives and discount
rates. Management's estimates of fair value are based upon assumptions believed
to be reasonable, but which are inherently uncertain and unpredictable. As a
result, actual results may differ from estimates. During the measurement period,
which is one year from the acquisition date, we may record adjustments to the
assets acquired and liabilities assumed, with the corresponding offset to
goodwill. Upon the conclusion of the measurement period, any subsequent
adjustments are recorded to earnings.
Income Taxes
We make certain estimates and judgments in determining income tax expense for
financial statement purposes. These estimates and judgments occur in the
calculation of income by legal entity and jurisdiction, tax credits, benefits
and deductions, and in the calculation of deferred tax assets and liabilities,
which arise from differences in the timing of recognition of revenue and expense
for tax and financial statement purposes, as well as tax, interest and penalties
related to uncertain tax positions. Significant changes to these estimates may
result in an increase or decrease to our tax provision in a subsequent period.
We assess the likelihood that we will be able to recover our deferred tax
assets. If recovery is not likely, we must increase our provision for taxes by
recording a valuation allowance against the deferred tax assets that we estimate
will not ultimately be recoverable. We believe that we will ultimately recover a
substantial majority of the deferred tax assets recorded on our consolidated
balance sheets. However, should there be a change in our ability to recover our
deferred tax assets, our tax provision would increase in the period in which we
determined that the recovery was not likely.
The calculation of our tax liabilities involves dealing with uncertainties in
the application of complex tax regulations. We recognize liabilities for
uncertain tax positions based on a two-step process. The first step is to
evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or
litigation processes, if any. Once it is determined that the position meets the
recognition threshold, the second step requires us to estimate and measure the
largest amount of tax benefit that is more likely than not to be realized upon
ultimate settlement. The difference between the amount of recognizable tax
benefit and the total amount of tax benefit from positions filed or to be filed
with the tax authorities is recorded as a liability for uncertain tax benefits.
It is inherently difficult and subjective to estimate such amounts, as we have
to determine the probability of various possible outcomes. We reevaluate
uncertain tax positions on a quarterly basis. This evaluation is based on
factors including, but not limited to, changes in facts or circumstances,
changes in tax law, effectively settled issues under audit and new audit
activity. Such a change in recognition or measurement could result in the
recognition of a tax benefit or an additional charge to the tax provision.
See note 14 to the audited consolidated financial statements for a discussion of
impacts of the Tax Act.



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                  UNITED PARCEL SERVICE, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

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