Annual report pursuant to Section 13 and 15(d)

SHAREOWNERS' EQUITY

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SHAREOWNERS' EQUITY
 12 Months Ended
Dec. 31, 2019
Stockholders' Equity Note [Abstract]  
SHAREOWNERS' EQUITY SHAREOWNERS' EQUITY
Capital Stock, Additional Paid-In Capital and Retained Earnings
We maintain two classes of common stock, which are distinguished from each other by their respective voting rights. Class A shares of UPS are entitled to 10 votes per share, whereas class B shares are entitled to one vote per share. Class A shares are primarily held by UPS employees and retirees, as well as trusts and descendants of the Company’s founders, and these shares are fully convertible into class B shares at any time. Class B shares are publicly traded on the New York Stock Exchange ("NYSE") under the symbol “UPS”. Class A and B shares both have a $0.01 par value, and as of December 31, 2019, 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 December 31, 2019, no preferred shares had been issued.
The following is a rollforward of our common stock, additional paid-in capital, retained earnings and non-controlling interests accounts for the year ended December 31, 2019, 2018 and 2017 (in millions, except per share amounts):
Year Ended December 31:
2019
 
2018
 
2017
 
Shares
 
Dollars
 
Shares
 
Dollars
 
Shares
 
Dollars
Class A Common Stock:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
163

 
$
2

 
173

 
$
2

 
180

 
$
2

Common stock purchases
(3
)
 
—

 
(3
)
 
—

 
(4
)
 
—

Stock award plans
5

 
—

 
3

 
—

 
4

 
—

Common stock issuances
3

 
—

 
4

 
—

 
3

 
—

Conversions of class A to class B common stock
(12
)
 
—

 
(14
)
 
—

 
(10
)
 
—

Class A shares issued at end of year
156

 
$
2

 
163

 
$
2

 
173

 
$
2

Class B Common Stock:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
696

 
$
7

 
687

 
$
7

 
689

 
$
7

Common stock purchases
(7
)
 
—

 
(5
)
 
—

 
(12
)
 
—

Conversions of class A to class B common stock
12

 
—

 
14

 
—

 
10

 
—

Class B shares issued at end of year
701

 
$
7

 
696

 
$
7

 
687

 
$
7

Additional Paid-In Capital:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
 
$
—

 
 
 
$
—

 
 
 
$
—

Stock award plans
 
 
778

 
 
 
419

 
 
 
396

Common stock purchases
 
 
(1,005
)
 
 
 
(859
)
 
 
 
(813
)
Common stock issuances
 
 
356

 
 
 
406

 
 
 
363

Option premiums received (paid)
 
 
21

 
 
 
34

 
 
 
54

Balance at end of year
 
 
$
150

 
 
 
$
—

 
 
 
$
—

Retained Earnings:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
 
$
8,006

 
 
 
$
5,852

 
 
 
$
4,880

Net income attributable to controlling interests
 
 
4,440

 
 
 
4,791

 
 
 
4,905

Dividends ($3.84, $3.64, and $3.32 per share) (1)
 
 
(3,341
)
 
 
 
(3,189
)
 
 
 
(2,928
)
Common stock purchases
 
 
—

 
 
 
(141
)
 
 
 
(1,003
)
Reclassification from AOCI pursuant to the early adoption of ASU 2018-02
 
 
—

 
 
 
735

 
 
 
—

Other
 
 
—

 
 
 
(42
)
 
 
 
(2
)
Balance at end of year
 
 
$
9,105

 
 
 
$
8,006

 
 
 
$
5,852

Non-Controlling Interests
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
 
$
16

 
 
 
$
30

 
 
 
$
24

Change in non-controlling interests
 
 
—

 
 
 
(14
)
 
 
 
6

Balance at end of year
 
 
$
16

 
 
 
$
16

 
 
 
$
30


(1) The dividend per share amount is the same for both class A and class B common stock. Dividends include $147, $178 and $157 million for 2019, 2018 and 2017, respectively, that were settled in shares of class A common stock.
    
In May 2016, the Board of Directors approved a share repurchase authorization of $8.0 billion for shares of class A and class B common stock, which has no expiration date. As of December 31, 2019, we had 2.334 billion of this share repurchase authorization available.
Share repurchases may be in the form of accelerated share repurchase programs, open market purchases or other such methods as we deem appropriate. The timing of share repurchases will depend upon market conditions. Unless terminated earlier by the Board, the program will expire when we have purchased all shares authorized for repurchase under the program.
For the years ended December 31, 2019, 2018 and 2017, we repurchased a total of 9.1, 8.9 and 16.1 million shares of class A and class B common stock for $1.005, $1.000 and $1.816 billion, respectively ($1.004, $1.011 and $1.813 billion in repurchases for 2019, 2018 and 2017, respectively, are reported on the cash flow statement due to the timing of settlements).
From time to time, we enter into share repurchase programs with large financial institutions to assist in our buyback of company stock. These programs may allow us to repurchase our shares at a price below the weighted average UPS share price for a given period. We did not enter into any such program during the years ended December 31, 2019, 2018 or 2017.
In order to lower the average cost of acquiring shares in our ongoing share repurchase program, we periodically enter into structured repurchase agreements involving the use of capped call options for the purchase of UPS class B shares. We pay a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock. Upon expiration of each agreement, if the closing market price of our common stock is above the pre-determined price, we will have our initial investment returned with a premium in either cash or shares (at our election). If the closing market price of our common stock is at or below the pre-determined price, we will receive the number of shares specified in the agreement. We received net premiums of $21, $34 and $54 million during the years ended December 31, 2019, 2018 and 2017, respectively, related to entering into and settling capped call options for the purchase of class B shares. As of December 31, 2019, we had no capped call options outstanding.




















Accumulated Other Comprehensive Income (Loss)
We recognize activity in AOCI for unrealized holding gains and losses on available-for-sale securities, foreign currency translation adjustments, unrealized gains and losses from derivatives that qualify as hedges of cash flows and unrecognized pension and postretirement benefit costs. Additionally, effective January 1, 2018, we adopted an ASU that allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Act (see note 1 for further information). The activity in AOCI for the years ended December 31, 2019, 2018 and 2017 is as follows (in millions):
Year Ended December 31:
2019
 
2018
 
2017
Foreign Currency Translation Gain (Loss), Net of Tax:
 
 
 
 
 
Balance at beginning of year
$
(1,126
)
 
$
(930
)
 
$
(1,016
)
Translation adjustment (net of tax effect of $10, $37 and $(161))
48

 
(149
)
 
86

Reclassification to retained earnings pursuant to the early adoption of ASU 2018-02
—

 
(47
)
 
—

Balance at end of year
$
(1,078
)
 
$
(1,126
)
 
$
(930
)
Unrealized Gain (Loss) on Marketable Securities, Net of Tax:
 
 
 
 
 
Balance at beginning of year
$
(2
)
 
$
(2
)
 
$
(1
)
Current period changes in fair value (net of tax effect of $4, $(1) and $(1))
11

 
(3
)
 
(2
)
Reclassification to earnings (net of tax effect of $(1), $1 and $1)
(5
)
 
3

 
1

Balance at end of year
$
4

 
$
(2
)
 
$
(2
)
Unrealized Gain (Loss) on Cash Flow Hedges, Net of Tax:
 
 
 
 
 
Balance at beginning of year
$
40

 
$
(366
)
 
$
(45
)
Current period changes in fair value (net of tax effect of $61, $135 and $(190))
195

 
429

 
(316
)
Reclassification to retained earnings pursuant to the early adoption of ASU 2018-02
—

 
(79
)
 
—

Reclassification to earnings (net of tax effect of $(39), $18 and $(3))
(123
)
 
56

 
(5
)
Balance at end of year
$
112

 
$
40

 
$
(366
)
Unrecognized Pension and Postretirement Benefit Costs, Net of Tax:
 
 
 
 
 
Balance at beginning of year
$
(3,906
)
 
$
(3,569
)
 
$
(3,421
)
Reclassification to earnings (net of tax effect of $626, $439 and $269)
1,988

 
1,389

 
731

Reclassification to retained earnings pursuant to the early adoption of ASU 2018-02
—

 
(609
)
 
—

Net actuarial gain (loss) and prior service cost resulting from remeasurements of plan assets and liabilities (net of tax effect of $(979), $(355) and $(180))
(3,117
)
 
(1,117
)
 
(879
)
Balance at end of year
$
(5,035
)
 
$
(3,906
)
 
$
(3,569
)
Accumulated other comprehensive income (loss) at end of year
$
(5,997
)
 
$
(4,994
)
 
$
(4,867
)





















Detail of the gains (losses) reclassified from AOCI to the statements of consolidated income for the years ended December 31, 2019, 2018 and 2017 is as follows (in millions):
Year Ended December 31:
Amount Reclassified from AOCI
 
Affected Line Item in the Income Statement
 
2019
 
2018
 
2017
 
Unrealized Gain (Loss) on Marketable Securities:
 
 
 
 
 
 
Realized gain (loss) on sale of securities
6

 
(4
)
 
(2
)
 
Investment income (expense) and other
Income tax (expense) benefit
(1
)
 
1

 
1

 
Income tax expense
Impact on net income
5

 
(3
)
 
(1
)
 
Net income
Unrealized Gain (Loss) on Cash Flow Hedges:
 
 
 
 
 
 
 
Interest rate contracts
(15
)
 
(24
)
 
(27
)
 
Interest expense
Foreign exchange contracts
177

 
(50
)
 
35

 
Revenue
Income tax (expense) benefit
(39
)
 
18

 
(3
)
 
Income tax expense
Impact on net income
123

 
(56
)
 
5

 
Net income
Unrecognized Pension and Postretirement Benefit Costs:
 
 
 
 
 
 
Prior service costs
(227
)
 
(201
)
 
(200
)
 
Investment income (expense) and other
Remeasurement of benefit obligation
(2,387
)
 
(1,627
)
 
(800
)
 
Investment income (expense) and other
Income tax (expense) benefit
626

 
439

 
269

 
Income tax expense
Impact on net income
(1,988
)
 
(1,389
)
 
(731
)
 
Net income
 
 
 
 
 
 
 
 
Total amount reclassified for the year
$
(1,860
)
 
$
(1,448
)
 
$
(727
)
 
Net income

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 “Deferred compensation obligations” in the shareowners’ equity section of 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 subsequent to December 31, 2004.
Activity in the deferred compensation program for the years ended December 31, 2019, 2018 and 2017 is as follows (in millions):
Year Ended December 31:
2019
 
2018
 
2017
 
Shares
 
Dollars
 
Shares
 
Dollars
 
Shares
 
Dollars
Deferred Compensation Obligations:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
 
 
$
32

 
 
 
$
37

 
 
 
$
45

Reinvested dividends
 
 
2

 
 
 
2

 
 
 
2

Benefit payments
 
 
(8
)
 
 
 
(7
)
 
 
 
(10
)
Balance at end of year
 
 
$
26

 
 
 
$
32

 
 
 
$
37

Treasury Stock:
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
(1
)
 
$
(32
)
 
(1
)
 
$
(37
)
 
(1
)
 
$
(45
)
Reinvested dividends
—

 
(2
)
 
—

 
(2
)
 
—

 
(2
)
Benefit payments
1

 
8

 
—

 
7

 
—

 
10

Balance at end of year
—

 
$
(26
)
 
(1
)
 
$
(32
)
 
(1
)
 
$
(37
)