8-K

UNITED PARCEL SERVICE, INC.

Date: May 18, 2017

/s/ Richard N. Peretz

Name: Richard N. Peretz

Title: Senior Vice President, Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 18, 2017

United Parcel Service, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-15451

58-2480149

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



55 Glenlake Parkway, N.E., Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (404) 828-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On May 15, 2017, United Parcel Service, Inc. (the “Company”) entered into an agreement (the “Underwriting Agreement”) with the underwriters listed on Schedule II thereto (the “Underwriters”), whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, C$750,000,000 aggregate principal amount of the 2.125% Senior Notes due 2024 (the “Transaction”). The Company intends to use the net proceeds of the Transaction for general corporate purposes.

In connection with the Transaction, the Company entered into a Second Supplemental Indenture, dated as of May 18, 2017 (the “Second Supplemental Indenture”), under the Indenture, dated August 26, 2003 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to Citibank, N.A.), as trustee.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

The Company is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items related to the Transaction that are to be incorporated by reference into its Registration Statement on Form S-3ASR (Registration No. 333-214056).

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.



		1.1		Underwriting Agreement

		4.1		Second Supplemental Indenture

		4.2		Form of 2.125% Senior Note due 2024

		4.3		Paying Agency Agreement, by and between the Company, The Bank of New York Mellon Trust Company, N.A. and BNY Trust Company of Canada

		5.1		Opinion of King & Spalding LLP

		23.1		Consent of King & Spalding LLP (included in Exhibit 5.1)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.