Quarterly report pursuant to Section 13 or 15(d)

SHAREOWNERS' EQUITY

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SHAREOWNERS' EQUITY
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
SHAREOWNERS' EQUITY SHAREOWNERS' EQUITY
Capital Stock, Additional Paid-In Capital, Retained Earnings and Noncontrolling Interests
We are authorized to issue two classes of common stock, which are distinguished from each other primarily by their respective voting rights. Class A shares of UPS are entitled to 10 votes per share, whereas class B shares are entitled to one vote per share. Class A shares are primarily held by UPS employees and retirees, as well as trusts and descendants of the Company's founders, and these shares are fully convertible into class B shares at any time. Class B shares are publicly traded on the New York Stock Exchange under the symbol "UPS". Class A and B shares both have a $0.01 par value, and as of September 30, 2024, there were 4.6 billion class A shares and 5.6 billion class B shares authorized to be issued. Additionally, there are 200 million preferred shares authorized to be issued, with a par value of $0.01 per share. As of September 30, 2024, no preferred shares had been issued.
The following is a rollforward of our common stock, additional paid-in capital, retained earnings and noncontrolling interests accounts for the three and nine months ended September 30, 2024 and 2023 (in millions, except per share amounts):
Three Months Ended September 30: 2024 2023
Shares Dollars Shares Dollars
Class A Common Stock:
Balance at beginning of period 125  $ 2  132  $ 2 
Stock award plans —  —  1  — 
Common stock issuances —  —  1  — 
Conversions of class A to class B common stock (3) —  (4) — 
Class A shares issued at end of period 122  $ 2  130  $ 2 
Class B Common Stock:
Balance at beginning of period 732  $ 7  723  $ 7 
Common stock purchases (4) —  (5) — 
Conversions of class A to class B common stock 3  —  4  — 
Class B shares issued at end of period 731  $ 7  722  $ 7 
Additional Paid-In Capital:
Balance at beginning of period $ 136  $ — 
Stock award plans (20) 14 
Common stock purchases (212) (123)
Common stock issuances 96  115 
Other (1)
—  (6)
Balance at end of period $ —  $ — 
Retained Earnings:
Balance at beginning of period $ 20,692  $ 21,584 
Net income attributable to controlling interests 1,539  1,127 
Dividends ($1.63 and $1.62 per share) (2)
(1,391) (1,384)
Common stock purchases (288) (627)
Other
 —  (1)
Balance at end of period $ 20,552  $ 20,699 
Noncontrolling Interests:
Balance at beginning of period $ 23  $ 18 
Change in noncontrolling interest
 4  (6)
Balance at end of period $ 27  $ 12 
(1)    Includes a 1% excise tax applicable to share repurchases.
(2)    The dividend per share amount is the same for both class A and class B common stock. Dividends include $88 and $43 million as of September 30, 2024 and 2023, respectively, that were settled in shares of class A common stock.
Nine Months Ended September 30: 2024 2023
  Shares Dollars Shares Dollars
Class A Common Stock:
Balance at beginning of period 127  $ 2  134  $ 2 
Stock award plans 2  —  4  — 
Common stock issuances 2  —  2  — 
Conversions of class A to class B common stock (9) —  (10) — 
Class A shares issued at end of period
 122  $ 2  130  $ 2 
Class B Common Stock:
Balance at beginning of period 726  $ 7  725  $ 7 
Common stock purchases (4) —  (13) — 
Conversions of class A to class B common stock 9  —  10  — 
Class B shares issued at end of period
 731  $ 7  722  $ 7 
Additional Paid-In Capital:
Balance at beginning of period $ —  $ — 
Stock award plans (123) 391 
Common stock purchases (212) (750)
Common stock issuances 335  370 
Other (1)
—  (11)
Balance at end of period $ —  $ — 
Retained Earnings:
Balance at beginning of period $ 21,055  $ 21,326 
Net income attributable to controlling interests 4,061  5,103 
Dividends ($4.89 and $4.86 per share) (2)
(4,203) (4,230)
Common stock purchases (288) (1,500)
Other (3)
(73) — 
Balance at end of period $ 20,552  $ 20,699 
Noncontrolling Interests:
Balance at beginning of period $ 8  $ 17 
Change in noncontrolling interest
 19  (5)
Balance at end of period $ 27  $ 12 
(1)    Includes a 1% excise tax applicable to share repurchases.
(2)    The dividend per share amount is the same for both class A and class B common stock. Dividends include $154 and $196 million as of September 30, 2024 and 2023, respectively, that were settled in shares of class A common stock.
(3)    Includes adjustments related to certain stock-based awards.
We repurchased 3.9 million shares of class B common stock for $500 million under our share repurchase program during the three and nine months ended September 30, 2024. We repurchased 4.4 and 12.8 million shares of class B common stock for $750 million and $2.3 billion during the three and nine months ended September 30, 2023, respectively. These repurchases were completed as follows:
•In August 2021, the Board of Directors authorized the company to repurchase up to $5.0 billion of class A and class B common stock (the "2021 Authorization"). For the nine months ended September 30, 2023, we repurchased 0.5 million shares of class B common stock for $82 million under this authorization.
•In January 2023, the Board of Directors terminated the 2021 Authorization and approved a new share repurchase authorization for $5.0 billion of class A and class B common stock (the "2023 Authorization"). The share repurchases discussed above for the three and nine months ended September 30, 2024 were completed under this authorization. For the three and nine months ended September 30, 2023, we repurchased 4.4 and 12.3 million shares for $750 million and $2.2 billion, respectively, under the 2023 Authorization.
As of September 30, 2024, we had $2.3 billion available under the 2023 Authorization. We do not anticipate further share repurchases in 2024.
Share repurchases may be in the form of accelerated share repurchase programs, open market purchases or other methods we deem appropriate. The timing of share repurchases will depend upon market conditions. Unless terminated earlier by the Board of Directors, the authorization will expire when we have purchased all shares authorized for repurchase under the program.
Movements in additional paid-in capital in respect of stock award plans comprise accruals for unvested awards, offset by adjustments for awards that vest during the period.
Accumulated Other Comprehensive Income (Loss)
We recognize activity in other comprehensive income (loss) for foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale securities, unrealized gains and losses from derivatives that qualify as hedges of cash flows and unrecognized pension and postretirement benefit costs. The activity in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 was as follows (in millions):
Three Months Ended September 30: 2024 2023
Foreign Currency Translation Gain (Loss), Net of Tax:
Balance at beginning of period $ (1,431) $ (1,346)
Translation adjustment (net of tax effect of $(5) and $0)
 211  (96)
Balance at end of period (1,220) (1,442)
Unrealized Gain (Loss) on Marketable Securities, Net of Tax:
Balance at beginning of period (3) (20)
Current period changes in fair value (net of tax effect of $0 and $(1))
 2  (2)
Balance at end of period (1) (22)
Unrealized Gain (Loss) on Cash Flow Hedges, Net of Tax:
Balance at beginning of period —  10 
Current period changes in fair value (net of tax effect of $(37) and $44)
 (117) 138 
Reclassification to earnings (net of tax effect of $(7) and $(8))
 (22) (27)
Balance at end of period (139) 121 
Unrecognized Pension and Postretirement Benefit Costs, Net of Tax:
Balance at beginning of period (2,373) (218)
Reclassification to earnings (net of tax effect of $9 and $7)
 29  21 
Balance at end of period (2,344) (197)
Accumulated other comprehensive income (loss) at end of period $ (3,704) $ (1,540)
Nine Months Ended September 30: 2024 2023
Foreign currency translation gain (loss), net of tax:
Balance at beginning of period $ (1,248) $ (1,446)
Translation adjustment (net of tax effect of $(2) and $(13))
 28  1 
Reclassification to earnings (net of tax effect of $0 and $0)
 —  3 
Balance at end of period (1,220) (1,442)
Unrealized gain (loss) on marketable securities, net of tax:
Balance at beginning of period (2) (11)
Current period changes in fair value (net of tax effect of $0 and $(5))
 1  (13)
Reclassification to earnings (net of tax effect of $0 and $1)
 —  2 
Balance at end of period (1) (22)
Unrealized gain (loss) on cash flow hedges, net of tax:
Balance at beginning of period (76) 167 
Current period changes in fair value (net of tax effect of $7 and $22)
 24  69 
Reclassification to earnings (net of tax effect of $(27) and $(36))
 (87) (115)
Balance at end of period (139) 121 
Unrecognized pension and postretirement benefit costs, net of tax:
Balance at beginning of period (2,432) (259)
Reclassification to earnings (net of tax effect of $27 and $20)
 88  62 
Balance at end of period (2,344) (197)
Accumulated other comprehensive income (loss) at end of period $ (3,704) $ (1,540)
Detail of the gains (losses) reclassified from accumulated other comprehensive income (loss) to the statements of consolidated income for the three and nine months ended September 30, 2024 and 2023 is as follows (in millions):
Amount Reclassified from AOCI(1)
Affected Line Item in the Income Statement
Three Months Ended September 30: 2024 2023
Unrealized Gain (Loss) on Cash Flow Hedges:
Interest rate contracts $ (1) $ (6) Interest expense
Foreign currency exchange contracts 30  41  Revenue
Income tax (expense) benefit (7) (8) Income tax expense
Impact on net income 22  27  Net income
Unrecognized Pension and Postretirement Benefit Costs:
Prior service costs (38) (28) Investment income and other
Income tax (expense) benefit 9  7  Income tax expense
Impact on net income (29) (21) Net income
Total amount reclassified for the period $ (7) $ 6  Net income

Amount Reclassified from AOCI(1)
Affected Line Item in the Income Statement
Nine Months Ended September 30: 2024 2023
Unrealized gain (loss) on foreign currency translation:
Realized gain (loss) on business wind-down $ —  $ (3) Other expenses
Impact on net income —  (3) Net income
Unrealized gain (loss) on marketable securities:
Realized gain (loss) on sale of securities —  (3) Investment income and other
Income tax (expense) benefit —  1  Income tax expense
Impact on net income —  (2) Net income
Unrealized gain (loss) on cash flow hedges:
Interest rate contracts (4) (9) Interest expense
Foreign currency exchange contracts 118  160  Revenue
Income tax (expense) benefit (27) (36) Income tax expense
Impact on net income 87  115  Net income
Unrecognized pension and postretirement benefit costs:
Prior service costs (115) (82) Investment income and other
Income tax (expense) benefit 27  20  Income tax expense
Impact on net income (88) (62) Net income
Total amount reclassified for the period $ (1) $ 48  Net income
(1)    Accumulated other comprehensive income (loss)
Deferred Compensation Obligations and Treasury Stock
We maintain a deferred compensation plan whereby certain employees were previously able to elect to defer the gains on stock option exercises by deferring the shares received upon exercise into a rabbi trust. The shares held in this trust are classified as treasury stock, and the liability to participating employees is classified as a deferred compensation obligation within Shareowners' Equity in the consolidated balance sheets. The number of shares needed to settle the liability for deferred compensation obligations is included in the denominator in both the basic and diluted earnings per share calculations. Employees are generally no longer able to defer the gains from stock options exercised.
Activity in the deferred compensation program for the three and nine months ended September 30, 2024 and 2023 was as follows (in millions):
2024 2023
Three Months Ended September 30: Shares Dollars Shares Dollars
Deferred Compensation Obligations:
Balance at beginning of period $ 6  $ 9 
Reinvested dividends —  — 
Benefit payments —  — 
Balance at end of period $ 6  $ 9 
Treasury Stock:
Balance at beginning of period —  $ (6) —  $ (9)
Reinvested dividends —  —  —  — 
Benefit payments —  —  —  — 
Balance at end of period —  $ (6) —  $ (9)
2024 2023
Nine Months Ended September 30: Shares Dollars Shares Dollars
Deferred Compensation Obligations:
Balance at beginning of period $ 9  $ 13 
Reinvested dividends —  — 
Benefit payments (3) (4)
Balance at end of period $ 6  $ 9 
Treasury Stock:
Balance at beginning of period —  $ (9) —  $ (13)
Reinvested dividends —  —  —  — 
Benefit payments —  3  —  4 
Balance at end of period —  $ (6) —  $ (9)