Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 13, 2019





United Parcel Service, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-15451   58-2480149

(State or other jurisdiction

of incorporation)

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

On March 13, 2019, 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, $750,000,000 principal amount of 3.400% Senior Notes due 2029 and $750,000,000 principal amount of 4.250% Senior Notes due 2049 (the “Transaction”).

The Company intends to use a portion of the net proceeds of the Transaction to repay at maturity the $1.0 billion outstanding principal amount of the Company’s 5.125% Senior Notes due April 1, 2019 and the remainder of the net proceeds for general corporate purposes. Pending such use of the net proceeds, the Company may invest the proceeds in highly liquid short-term securities.

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 in order 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    Form of 3.400% Senior Notes due 2029
        4.2    Form of 4.250% Senior Notes due 2049
        5.1    Opinion of King & Spalding LLP
        23.1     Consent of King & Spalding LLP (included in Exhibit 5.1)


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.


Date: March 15, 2019     By:   

/s/ Richard N. Peretz

      Name: Richard N. Peretz
      Title: Senior Vice President, Chief Financial Officer and Treasurer