What changed in this filing

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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-22 · 29 added, 53 removed, 211 unchanged (28% of the section changed)

5 unchanged sentences

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that more of our employees are working remotely during the ongoing COVID-19 pandemic.

We have enhanced our oversight and monitoring during the closing and reporting processes and we continue to monitor and assess the effects of remote work on our internal controls to minimize the impact on their design and operating effectiveness.

We continue to monitor and assess the effects of remote and hybrid work on our internal controls to minimize the impact on their design and operating effectiveness.

Management’s Report on Internal Control Over Financial Reporting

33 unchanged sentences

Other Information

The Company maintains robust economic sanctions compliance procedures designed to promote compliance with applicable sanctions laws.

However, it is possible that the Company may inadvertently engage in dealings that require disclosure under Section 13(r).

On April 15, 2021, the Treasury Department’s Office of Foreign Assets Control (“OFAC”) designated Pozitiv Teknolodzhiz, AO (“PT”), a Russian IT security company, on the List of Specially Designated Nationals and Blocked Persons (“SDN List”).

Since that date, the Company has identified 23 shipments involving PT that it has carried.

Total revenue and profit from these transactions was approximately $572.81 and $156.55, respectively.

In addition, on July 2, 2021, the Company inadvertently carried one shipment involving SHIBA, an Iranian flagged container vessel designated on the SDN List, which requires disclosure under Section 13(r).

Revenue and profit from this transaction was approximately $28.63 and $7.80, respectively.

UPS has implemented additional screening measures designed to better identify potential shipments to or from these entities.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

9 unchanged sentences

Chief Legal and Compliance Officer and Corporate Secretary

54 Chief Legal and Compliance Officer and Corporate Secretary (2020 - present), Senior Vice President, General Counsel and Corporate Secretary (2016 - 2020), Corporate Legal Department Manager (2014 - 2016).

55 Chief Legal and Compliance Officer and Corporate Secretary (2020 - present), Senior Vice President, General Counsel and Corporate Secretary (2016 - 2020).

Nando Cesarone

1 unchanged sentence

President, U.S.

Operations 50 President, U.S.

Operations (2020 - present), President, UPS International (2018 - 2020), Europe Region Manager (2016 - 2018), Asia Pacific Region Manager (2013 - 2016).

Executive Vice President;

Chief Human Resources Officer 57 Chief Human Resources Officer (2021 - present), Chief Human Resources Officer, DuPont (2018 - 2020), Chief Human Resources Officer, Xerox Corporation (2015 - 2018).

Philippe Gilbert

51 President, U.S.

(2020 - present), President, UPS International (2018 - 2020), Europe Region Manager (2016 - 2018).

Executive Vice President;

President, UPS Supply Chain

57 President, UPS Supply Chain Solutions (2019 - present), Regional CEO, Americas, DB Schenker Logistics (2015 - 2018), Regional CEO, West Europe, DB Schenker Logistics (2013 - 2015).

Chief Human Resources Officer and Chief Diversity, Equity and Inclusion Officer

58 Chief Human Resources Officer and Chief Diversity, Equity and Inclusion Officer (2022 - present), Chief Human Resources Officer (2021 - 2022), Chief Human Resources Officer, DuPont (2018 - 2020), Chief Human Resources Officer, Xerox Corporation (2015 - 2018).

Executive Vice President;

Chief Sales and Solutions Officer and

Executive Vice President, UPS Global Healthcare

53 Chief Sales and Solutions Officer, Executive VP, UPS Global Healthcare (2020 - present), Chief Sales and Solutions Officer;

Senior Vice President The UPS Store and UPS Capital (2017 - 2019) Senior Vice President, Worldwide Sales and Solutions (2014 - 2017).

President International, Healthcare and Supply Chain Solutions

54 President International, Healthcare and Supply Chain Solutions (2022 - present), Chief Sales and Solutions Officer, Executive Vice President, UPS Global Healthcare (2020 - 2022), Chief Sales and Solutions Officer;

Senior Vice President The UPS Store and UPS Capital (2017 - 2019).

Executive Vice President;

5 unchanged sentences

54 Chief Financial Officer (2021 - present), Chief Financial Officer and Treasurer (2019 - 2021), Executive Vice President, Finance and Operations, Latin America, PepsiCo, Inc.

(2017 - 2019), Executive Vice President, Global Operations, PepsiCo, Inc.

(2015 - 2017), Global Head of e-Commerce, PepsiCo, Inc.

(2017 - 2019).

Executive Vice President;

Chief Information and Engineering

55 Chief Information and Engineering Officer (2017 - present), Chief Information Officer (2016 - 2017), Vice President, Information Services (2011 - 2016).

Bala Subramanian

Executive Vice President;

President, UPS International 60 President, UPS International (2020 - present), Chief Strategy and Transformation Officer (2017 - 2020), Executive Vice President of Global Leverage, Walmart International, Walmart Stores, Inc.

(2017), Chief Administrative Officer and Executive Vice President, Walmart International, Walmart Stores Inc.

(2016 - 2017), Chief Executive Officer and President of Walmart Asia Pte.

Chief Digital and Technology Officer

51 Chief Digital and Technology Officer (2022 - present), Chief Digital Officer, AT&T Inc.

(2018 - 2022), Chief Digital Officer, Best Buy Co., Inc.

(2017 - 2018).

Charlene Thomas

Executive Vice President;

Chief Diversity, Equity and Inclusion

54 Chief Diversity, Equity and Inclusion Officer (2021 - present), Chief Human Resources Officer (2019 - 2020), President, Human Capital Transformation (March 2019 - July 2019), West Region Manager (2018 - 2019), North Atlantic District Manager (2018 - 2018), Mid-South District Manager (2016-2018), West-OPS Package Operations Manager (March 2016 - August 2016), U.S.

Operations Training Staff Manager (2015 - 2016).

Executive Vice President;

Chief Marketing Officer

59 Chief Marketing Officer (2018 - present), Executive Vice President and Chief Commercial Officer, Xerox Corp.

(2017 - 2018), President, Commercial Business Group, Xerox Corp.

(2016 - 2017), President, Industrial, Retail and Hospitality Business Group, Xerox Corp.

(2015 - 2016), President of Strategic Growth Initiatives, Xerox Corp.

(2014 - 2015).

60 Chief Marketing Officer (2018 - present), Executive Vice President and Chief Commercial Officer, Xerox Corporation (2017 - 2018).

Information about our directors will be presented under the caption "Our Board of Directors" in our definitive proxy statement for our meeting of shareowners to be held on May 4, 2023 (the "Proxy Statement") and is incorporated herein by reference.

1 unchanged sentence

Information about our Code of Business Conduct is presented under the caption "Where You Can Find More Information" in Part I, Item 1 of this report.

Information with respect to compliance with Section 16(a) of the Exchange Act will be presented under the caption "Delinquent Section 16(a) Reports" in our Proxy Statement and is incorporated herein by reference.

Executive Compensation

38 unchanged sentences

4.7 — Second Supplemental Indenture dated as of May 18, 2017 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on May 18, 2017).

4.8 — Indenture dated as of September 30, 2022, between UPS and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form S-3 (File No.333-267664), filed on September 30, 2022).

4.9 — Indenture dated as of September 30, 2022, between UPS and Truist Bank, as Trustee (incorporated by reference to Exhibit 4.5 to Form S-3 (File No.333-267664), filed on September 30, 2022).

4.10 — Form of 6.20% Senior Notes due January 15, 2038 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on January 15, 2008).

1 unchanged sentence

4.12 — Form of 3.625% Senior Notes due October 1, 2042 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on September 27, 2012).

4.11 — Form of 3.625% Senior Notes due October 1, 2042 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on September 27, 2012).

4.13 — Form of Floating Rate Senior Notes due December 15, 2064 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on December 15, 2014).

6 unchanged sentences

4.20 — Form of Floating Rate Senior Notes due March 15, 2067 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on March 31, 2017).

4.20 — Form of Floating Rate Senior Notes due May 16, 2022 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on May 16, 2017).

4.21 — Form of 2.125% Senior Notes due May 21, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on May 18, 2017).

4.22 — Form of 2.125% Senior Notes due May 21, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on May 18, 2017).

4.22 — Form of 0.375% Senior Notes due November 15, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on November 13, 2017).

20 unchanged sentences

10.1(b) — Amendment Four to the Amended and Restated UPS Retirement Plan effective June 23, 2017 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed on June 27, 2017).*

10.2 — UPS 401(k) Savings Plan, Amendment and Restatement effective as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on June 27, 2017).*

10.3 — UPS Restoration Savings Plan effective January 1, 2017 (incorporated by reference to Exhibit 10.3 to Form 8-K, filed on June 27, 2017).*

10.2 — Amended and Restated UPS 401(k) Savings Plan, effective as of January 1, 2023.*

10.3 — Amended and Restated Restoration Savings Plan , effective as of January 1, 2023.

10.4 — Amendment One to the Amended and Restated UPS Excess Coordinating Benefit Plan effective June 23, 2017 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed on June 27, 2017).*

2 unchanged sentences

2012 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Definitive Proxy Statement, filed on March 12, 2012).*

10.5(a) — Form of Long-Term Incentive Performance Award Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).*

10.5(b) — Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).*

10.5(c) — UPS Stock Option Program Terms and Conditions effective as of January 1, 2012 (incorporated by reference to Exhibit 10.7(4) to the Form 10-K for the year ended December 31, 2011).*

10.5(d) — UPS Long-Term Incentive Performance Program Terms and Conditions effective as of January 1, 2012 (incorporated by reference to Exhibit 10.7(5) to the Form 10-K for the year ended December 31, 2011).*

10.5(a) — Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).*

10.5(b) — UPS Stock Option Program Terms and Conditions effective as of January 1, 2012 (incorporated by reference to Exhibit 10.7(4) to the Form 10-K for the year ended December 31, 2011).*

10.6 — Form of UPS Deferred Compensation Plan as Amended and Restated effective January 1, 2012 (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2018).*

5 unchanged sentences

10.8(b) — UPS Stock Option Program Amended and Restated Terms and Conditions effective November 8, 2018 (incorporated by reference to Exhibit 10.8(b) to Form 10-K for the year ended December 31, 2018).*

10.8(c) — UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions effective as of November 8, 2018 (incorporated by reference to Exhibit 10.8(c) to Form 10-K for the year ended December 31, 2018).*

10.9 — Form of Protective Covenant Agreement between the Company and Scott Price (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2018).*

10.9 — Form of Protective Covenant Agreement between the Company and Kevin Warren (incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2018).*

4 unchanged sentences

10.14 — Protective Covenant Agreement between UPS and Carol Tomé, dated March 11, 2020 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 13, 2020).*

10.16 — Form of Protective Covenant Agreement between UPS and each of Nando Cesarone, Kate Gutmann and Juan Perez (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2020).

10.15 — Form of Protective Covenant Agreement between UPS and each of Nando Cesarone and Kate Gutmann (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2020).*

10.16 — Retention Arrangement Letter between UPS and Nando Cesarone, dated April 15, 2020 (incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2020).*

10.17 — Employment offer letter agreement between UPS and Bala Subramanian, dated Ma y 24 , 2022.*

10.18 — Protective Covenant Agreement between UPS and Bala Subramanian, dated Ma y 24 , 2022 .*

10.19 — United Parcel Service, Inc.

Key Employee Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on May 10, 2022).*

10.20 — UPS Management Incentive Program Amended and Restated Terms and Conditions effective November 3, 2022.*

10.21 — UPS Management Incentive Program Amended and Restated Terms and Conditions effective January 1, 2023.*

10.22 — Retention Arrangement Letter between UPS and Kate Gutmann, dated April 15, 2020 (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2020).*

10.19 — Retention Arrangement Letter between UPS and Juan Perez, dated April 14, 2020 (incorporated by reference to Exhibit 10.22 to Form 10-K for the year ended December 31, 2020).*

10.23 — UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions effective as of March 25, 2021 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021).*

45 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures