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Screener / SEC EDGAR /CIK 0001090727 /10-K filed Feb 17, 2026, compared with Feb 18, 2025 /Numbers from the XBRL of the 10-Ks
NYSE Industrials · Trucking & Delivery

United Parcel Service UPS

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The 10-K against last year's

308 changes: 67 added, 83 removed, 151 reworded, 7 quiet changes

10-K Feb 17, 2026 vs Feb 18, 2025
Risk Factors 19.0% of the text changed · 6,093 words now · 3 new paragraphs, 0 gone MD&A 46.4% of the text changed · 13,906 words now · 64 new paragraphs, 83 gone Legal Proceedings 27.1% of the text changed · 828 words now Accounting Policies 29.0% of the text changed · 5,554 words now

10-K 0001628280-26-008432 (Feb 17, 2026) vs 10-K 0001090727-25-000019 (Feb 18, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

72 paragraphs · 3 new · 52 reworded · 0 gone · 10-K Feb 17, 2026 against Feb 18, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 8 · 50% changed Every version of it
For the year ended December 31, 2024, one Our strategy includes planned volume declines from our largest customer, Amazon.com, Inc. For 2025, this customer and its affiliates, affiliates accounted for 11.8% 10.6% of our consolidated revenues. In connection with the first quarter execution of 2025, this strategy, we entered into an agreement have made and continue to make reductions in principle with this customer that will provide for a reduction in their volume by more than 50% by June 2026. In connection therewith, we are making certain business the number of our facilities, vehicles and operational changes aircraft, and our workforce, intended to match better align our assets and workforce to our activity planned operations, and to eliminate our stranded costs. In the event we are not able to successfully reduce our costs in connection therewith, make appropriate adjustments or control related costs, our profitability could be materially impacted. For additional information on the expected operational and financial impacts arising from this agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Paragraph 28 · 46% changed Every version of it
Although to date we are unaware of any material data breach or cybersecurity incident, including an information system disruption, we cannot provide any assurances that such material events and impacts will not occur in the future. Our efforts to deter, identify, mitigate and/or eliminate future breaches or cybersecurity incidents may require significant additional effort and expense and may not be successful.
Paragraph 13 · 40% changed Every version of it
In addition, we our Network Reconfiguration and Efficiency Reimagined initiatives have led to, and are expected to continue to strive to lower lead to, consolidations of our cost to serve, including labor costs, through various strategic initiatives. facilities and workforce, as well as an end-to-end process redesign. Our inability to continue to retain experienced and motivated employees through the execution of these and other initiatives may also materially adversely affect us.
Paragraph 19 · 37% changed Every version of it
We rely on information technology networks and systems and other operational technologies, technologies to operate our business, including the internet and a number of internally-developed internally developed systems and applications, as well as certain technology systems from third-party vendors (collectively referred to as "IT"), to operate our business. "IT"). For example, we rely on these technologies IT to receive package level information in advance of the physical receipt of packages, move and track packages through our operations, efficiently plan deliveries, execute billing processes, provide information to package recipients, manage employee data and track and report financial and operational data. Our franchise locations and subsidiaries also rely on IT systems to manage their business processes and activities.
Paragraph 37 · 31% changed Every version of it
The increased severity or frequency of certain weather conditions (including as a result of climate change) or other natural or man-made disasters, including storms, floods, fires, wind gusts, earthquakes, rising temperatures, epidemics, pandemics, conflicts, civil or political unrest, safety failures or terrorist attacks, have in the past and may in the future disrupt our business. Customers may reduce shipments, supply chains may be disrupted, demand may be negatively impacted, property may be damaged, employees may be injured, or our costs to operate our business may increase, any of which could have a material adverse effect on us. Any such event affecting one of our major facilities could result in a significant interruption in or disruption of our business. To the extent that weather conditions or other disasters become more frequent or severe, disruptions to our business and those of our customers and costs to repair damaged facilities or maintain or resume operations could increase. Furthermore, as a result of the impact of climate change on the frequency or severity of weather conditions and other disasters, insurance providers may reduce the availability or increase the cost of insurance.
Paragraph 20 · 29% changed Every version of it
We rely on information technology networks and systems and other operational technologies, including the internet and a number of internally-developed systems and applications, as well as certain technology systems from third-party vendors (collectively referred to as "IT"), to operate our business. For example, we rely on these technologies to receive package level information in advance of the physical receipt of packages, move and track packages through our operations, efficiently plan deliveries, execute billing processes, provide information to package recipients, manage employee data and track and report financial and operational data. Our franchise locations and subsidiaries also rely on IT systems to manage their business processes and activities.
Paragraph 10 · 28% changed Every version of it
Some of our other larger customers can account for a relatively significant portion of our volume and revenues in a particular quarter or year. Customer impact on our revenue and profitability can vary based on a number of factors, factors including: contractual volume amounts; pricing terms; product launches; e-commerce or other industry trends, including those related to the holiday season; business combinations and the overall growth of a customer's underlying business; as well as any disruptions to their businesses. business. Customers could choose, and have in the past chosen, to divert all or a portion of their business with us to one of our competitors, demand pricing concessions, request enhanced services that increase our costs, or develop their own logistics capabilities. In addition, certain of our significant customer contracts include termination rights of either party upon the occurrence of certain events or without cause upon advance notice to the other party. If all or a portion of our business relationships with one or more significant customers were to terminate or significantly change in an unplanned manner, this could materially adversely affect us.
Paragraph 49 · 28% changed Every version of it
Changes in foreign currency exchange rates or and interest rates cannot always be predicted or effectively hedged, and may have a material adverse effect on us.

MD&A

219 paragraphs · 64 new · 107 reworded · 83 gone · 10-K Feb 17, 2026 against Feb 18, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 121 · 50% changed
Interest expense Expense increased primarily due to higher interest rates on new average outstanding debt issuances in 2024. balances and lower capitalized interest.
Paragraph 10 · 49% changed
During 2024, 2025, we also returned $6.4 billion in cash to shareholders in the form of dividends of $6.52 per share, for a total of $5.4 billion, and $500 million by completing $1.0 billion of share repurchases. For the year, capital expenditures were $3.9 billion. repurchases and paying $5.4 billion in dividends.
Paragraph 18 · 49% changed
◦a ◦Goodwill and Asset Impairment Charges of $156 million, or $0.18 per diluted share, which includes a charge of $137 million related to a regulatory matter unrelated to the retirement of our ongoing operations of $45 million, or $0.05 per diluted share; MD-11 aircraft fleet;
Paragraph 102 · 49% changed
•Management compensation costs cost decreased $127 million $242 million, primarily due to lower overall headcount, partially offset by higher headcount and a decrease in incentive compensation expense. compensation.
Paragraph 95 · 48% changed
Year Ended December 31, Change 2024 2023 $ % Non-GAAP adjustments to Operating Expenses (in millions): adjusted operating expenses exclude the impact of $35 and $96 million in Transformation Strategy Costs Forwarding $ 39 $ 68 $ (29) (42.6)% Logistics 57 48 9 18.8% Other in 2025 and 2024, respectively. 2025 results also exclude a $19 million Net Loss on Divestiture of an SCS — 2 (2) (100.0)% Total Transformation Strategy Costs 96 118 (22) (18.6)% business. 2024 results exclude a $156 million Gain on Divestiture of Coyote Forwarding (156) — (156) N/A Total Gain on Divestiture of Coyote (156) — (156) N/A related to Coyote, $101 million in Goodwill and Asset Impairment Charges Forwarding — 119 (119) (100.0)% Logistics 101 — 101 N/A Other SCS — 117 (117) (100.0)% Total Goodwill and Asset Impairment Charges 101 236 (135) (57.2)% a $45 million Expense for a Regulatory Matter Other SCS 45 — 45 N/A Total Expense for Regulatory Matter 45 — 45 N/A Total non-GAAP Adjustments to Operating $ 86 $ 354 $ (268) (75.7)% Expenses Matter.
Paragraph 42 · 47% changed
We exclude have excluded the impact in 2024 of a charge an expense to settle a previously disclosed regulatory matter that we consider to be unrelated to matter. We do not believe this was a component of our ongoing operations and that we do not expect this or similar expenses to recur. For more information regarding this regulatory matter, see note 10 to the audited, consolidated financial statements.
Paragraph 60 · 47% changed
Revenue per piece declined 0.5% for increased 7.1% in 2025, with growth in both Air and Ground products. This increase reflects the year due primarily to the decrease in fuel surcharges discussed below. The negative full-year impact of changes in product mix, including an increase in lighter weight, shorter zone shipments, were partially offset by the positive impact of pricing actions to address revenue quality, including demand related surcharges, which led to sequential improvement in the revenue per piece growth rate during the second half of the year. In December 2023, we implemented an average 5.9% net increase in base and accessorial rates for both our Air and Ground products. Revenue per piece from our Air products increased due to changes implemented in customer mix while revenue per piece from our Ground products declined due to changes December 2024, as well as favorable trends in both customer and product mix. Changes in package characteristics and fuel surcharges also contributed to the increase.
Paragraph 61 · 46% changed
We expect revenue per piece to increase during 2025 as In December 2025, we focus on growing higher yielding volume from customers that value our end-to-end integrated network and the impact of an implemented a separate average 5.9% net increase in base and accessorial rates implemented for both Air and Ground products, which we expect will contribute to revenue per piece growth in December 2024. 2026.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A437 words changed in this paragraph; it is 36% similar to last year's version.
Transformation 2.0: Based on a number of factors factors, including evaluating the efficiencies gained as a part of Transformation 1.0, previously achieved, and in connection with changes in our executive leadership in 2020, we identified and reprioritized certain then-current and future investments, including additional investments in our workforce, portfolio of businesses and technology (such projects, collectively, “Transformation 2.0”). "Transformation 2.0"). Specifically, we identified opportunities to reduce spans and layers of management, began a review of our business portfolio and identified opportunities to invest in certain technologies, including financial reporting and certain schedule, time and pay systems, to reduce global indirect operating costs, provide better visibility, and reduce reliance on legacy systems and coding languages. Our organizational structure review indicated an opportunity to realize initial savings of approximately $400 million with potential opportunities to save up to an additional $240 million through the reduction of spans and layers of management with an anticipation that these savings would be recurring. The business portfolio review was expanded in 2022. As a result, we determined to exit certain businesses that were not aligned with our corporate strategy and determined to make new investments into certain businesses, including healthcare-focused businesses, better aligned to our strategic targets. In connection therewith, we incurred costs primarily consisting of outside professional fees related to these reviews and other costs associated with these transactions. Lastly, our review of our systems and technologies identified certain areas of our business that were reliant on outdated technologies. Our reviews determined that continued use of these legacy technologies would likely increase maintenance costs and that investments into new technologies would enhance our ability to leverage our data and allow us to establish a more flexible system architecture. As of December 31, 2023, we substantially completed our initiatives to reduce spans and layers of management and achieved savings in line with our anticipated benefits. Our ongoing efforts under Transformation 2.0 include initiatives related to our financial systems and our business portfolio review. As of December 31, 2024, we have incurred $798 million of costs as part of Transformation 2.0. Transformation 2.0 initiatives are expected to conclude during 2025 with anticipated remaining costs of approximately $90 million primarily related to completion of our technology initiatives. Costs associated with Transformation 2.0 have primarily consisted of compensation and benefit costs related to reductions in our workforce and fees paid to third-party consultants. Additional detail relating to the projects, initiatives and timing of costs as a part of Transformation 2.0 are contained was completed in the table above. Investments in technology are expected to provide enhanced quality of reporting for both internal 2025, and external purposes in part through simplification and standardization of data to better enable migration into cloud-based tools and automation of manual activities, including transitioning general ledger, consolidation, and planning tools along with U.S. payroll from older programs and software supporting our freight forwarding business. These efforts to enhance our technology are expected to reduce the need for future investments; we expect to begin to realize benefits therefrom in 2025. Investments in our business portfolio review are expected to lead to better alignment of our businesses in support of our corporate strategy. We are realigning businesses within Supply Chain Solutions to better execute our strategy; the operational performance of these businesses is included in our GAAP and non-GAAP adjusted results. total related costs were $835 million.

Source: Item 7, 10-K 0001628280-26-008432 vs Item 7, 10-K 0001090727-25-000019

Risk Factors219 words changed in this paragraph; it is 60% similar to last year's version.
We regularly assess the carrying values of our assets relative to their estimated fair values. If the carrying value of an asset exceeds its estimated fair value, we may be required to incur charges to reduce the its carrying value. Fair value thereof. The determination of fair value is determinations are dependent on a significant number of estimates and assumptions that could be impacted by a variety of factors, including changes in business strategy, revenue, revenues, expenses, acquisition integration activities, government regulations, including regulation related to climate change, costs of capital and economic or market conditions. The use of different estimates or assumptions could also result in different estimates of fair value. Our estimates of fair value estimates. Our fair value estimates have resulted from time to time, and may in the future result, in substantial impairments of our assets. For example, during the year ended December 31, 2023, as a result of a number of factors including changes in business strategy and challenging macroeconomic conditions such as increases in the risk-free interest rate and volatility of the stock prices of market comparables, we incurred impairment charges of $125 and $111 million in respect of goodwill and indefinite-lived intangible assets, respectively. While we did not identify incur any impairment impairments of goodwill during 2025 or 2024, certain of our reporting units experienced a decrease in the excess of their estimated fair values over their respective carrying values. Additional decreases could result in goodwill or other impairment charges, which could be material. values during each year. We have been and may be required in the future to recognize additional impairments of long-lived assets, including definite-lived intangible assets, property, plant and equipment and leases. Furthermore, leases, which could be material. For example, as previously disclosed, we have been and may be required in the future to recognize increased depreciation and amortization charges if we determine the useful lives or salvage values of our assets are less than we originally estimated. Changes in our business plans, including anticipated changes to our network in 2025, have previously and may in the future lead to revisions in our estimates of useful lives or salvage values of our assets. Such charges have in the past, and may in the future, reduce our net income, potentially materially. recorded

Source: Item 1A, 10-K 0001628280-26-008432 vs Item 1A, 10-K 0001090727-25-000019

Accounting Policies132 words changed in this paragraph; it is 55% similar to last year's version.
We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. Once it is determined that the position meets the recognition threshold, the second step requires us to estimate and measure the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement. The difference between the amount of recognizable tax benefit and the total amount of tax benefit from positions filed or to be filed with the tax authorities is recorded as a liability for uncertain tax benefits. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an additional charge to the tax provision.

Source: Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0001628280-26-008432 vs Item 8, Note 1 – SUMMARY OF ACCOUNTING POLICIES, 10-K 0001090727-25-000019

Legal ProceedingsNew paragraph this year (124 words), with no similar paragraph last year.
In December 2025, Malone et al. v. United Parcel Service Inc. (OH) was certified as a class action in federal court in the Eastern District of Pennsylvania. The plaintiffs filed this action alleging entitlement to overtime under the Pennsylvania Minimum Wage Act, seeking allegedly unpaid wages. We are vigorously defending ourselves in this matter. We believe that we have meritorious defenses, and there are unresolved questions of law and fact that could be important to the ultimate resolution of this matter. Accordingly, we are not able to estimate a possible loss or range of loss that may result from this matter or to determine whether such loss, if any, would have a material adverse effect on our financial condition, results of operations or liquidity.

Source: Item 3, via Note 10 – LEGAL PROCEEDINGS AND CONTINGENCIES, 10-K 0001628280-26-008432 vs Item 3, via Note 10 – LEGAL PROCEEDINGS AND CONTINGENCIES, 10-K 0001090727-25-000019

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of UPS's Risk Factors and MD&A, 10-K Feb 17, 2026 against 10-K Feb 18, 2025. Each links to the text at sec.gov.

All 308 Added 67Removed 83Reworded 151Quiet changes 7

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
additional information on the operational and financial impacts arising from this strategy, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations".
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
In addition, we are increasing our utilization of artificial intelligence ("AI") to optimize our operations, improve the customer experience and support decision-making. The rapid evolution and increased adoption of AI technologies has and may continue to intensify our cybersecurity risks. AI technologies often require access to large volumes of sensitive data. If our AI systems are compromised through cyberattacks or unauthorized access, it could result in data breaches, a loss of proprietary information, or violations of data protection laws. Additionally, leveraging AI capabilities for our internal functions may introduce additional operational vulnerabilities by producing inaccurate outcomes, recommendations or other suggestions based on flaws in the underlying data, or other unintended results.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
$182 million in asset impairment charges during the fourth quarter of 2025. Furthermore, we have been and may be required in the future to recognize accelerated depreciation and amortization charges if we determine the useful lives or salvage values of our assets are less than we originally estimated. Changes in our business plans, including network changes that began in 2025, have led to and may in the future lead to revisions in our estimates of useful lives or salvage values of our assets. Such charges have in the past, and may in the future, reduce our net income, potentially materially.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
IT and other systems (ours, as well as those of our franchisees, acquired businesses, and third-party service providers) have been and will continue in the future to be susceptible to damage, disruptions and shutdowns due to programming errors, defects or other vulnerabilities, power outages, hardware failures, misconfigurations, computer viruses, cyber-attacks, encryption caused by ransomware or malware attacks, exfiltration of data, attacks by foreign governments, state-sponsored actors, or criminal groups, theft, misconduct by employees or other insiders, telecommunications failures, misuse, human errors or other catastrophic events.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Customers may reduce shipments, supply chains may be disrupted, demand may be negatively impacted, property may be damaged, employees may be injured, or our costs to operate our business may increase, any of which could have a material adverse effect on us.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Customers could choose, and have in the past chosen, to divert all or a portion of their business with us to one of our competitors, demand pricing concessions, request enhanced services that increase our costs, or develop their own logistics capabilities.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
We monitor and manage foreign currency exchange rate and interest rate exposures, and use derivative instruments to mitigate the impact of changes in these rates on our financial condition and results of operations; however, changes in foreign currency exchange rates and interest rates cannot always be predicted or effectively hedged, and may have a material adverse effect on us.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Furthermore, many countries, as well as countries and U.S. states, in which we operate or are subject to regulation states have adopted, or are expected to adopt, additional requirements relating to the disclosure of GHG emissions disclosures and related matters.
Read it in 10-K Feb 17, 2026 at sec.gov
Show the other 50
RewordedRisk Factors
The determination of fair Fair value is determinations are dependent on a significant number of estimates and assumptions that could be impacted by a variety of factors, including changes in business strategy, revenue, revenues, expenses, acquisition integration activities, government regulations, including regulation related to climate change, costs of capital and economic or market conditions.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Changes in our relationships with any of our significant customers, including as a result of our strategy to reduce volume from our largest customer or the loss or reduction in business from one or more of them, other customers, could have a material adverse effect on us.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
We rely on information technology networks and systems and other operational technologies, technologies to operate our business, including the internet and a number of internally-developed internally developed systems and applications, as well as certain technology systems from third-party vendors (collectively referred to as "IT"), to operate our business. "IT").
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
(at either the federal or state level) or other countries Any failure to comply with applicable regulations could result in substantial fines or other penalties, which could materially adversely affect us.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Many of our U.S. employees are employed under a national master agreement with the Teamsters and various supplemental agreements with affiliated local unions affiliated with the International Brotherhood of Teamsters (the "Teamsters"). unions.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
However, cybersecurity Cybersecurity incidents have in the past and may in the future expose us, our customers, employees, franchisees, service providers or others, to loss, disclosure or misuse of proprietary information and sensitive or confidential data or result in disruptions to our operations or those of our customers, franchisees, service providers or others.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
While we maintain cyber insurance, we cannot be certain that our coverage will be adequate for any liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
Our inability Inability to effectively integrate any acquired businesses and realize the anticipated benefits of any acquisitions, joint ventures or strategic alliances could materially adversely affect us.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
As part of this strategy, we drove a reduction in volume from our largest customer, with a targeted reduction of 50% by June 2026 from 2024 levels. Partly as a result, we increased consolidated revenue per piece by 6.6%, and expanded SMB penetration to over 30% of total U.S. volume.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
In connection with this strategic execution of volume declines, we began our Network Reconfiguration and Efficiency Reimagined initiatives. These initiatives are intended to enhance the efficiency of our network through automation and operational sort consolidation in our U.S. Domestic network. From these initiatives, we delivered on our planned year-over-year cost savings of approximately $3.5 billion in 2025. See Supplemental Information - Items Affecting Comparability for additional discussion.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Also in 2025, we completed the acquisitions of Frigo-Trans and Biotech & Pharma Logistics ("Frigo-Trans"), and Andlauer Healthcare Group ("AHG"). In 2025, our global healthcare portfolio generated more than $11 billion in revenue, furthering our progress towards our goal to become the number one complex healthcare logistics provider in the world. In September 2024, we completed the divestiture of our truckload brokerage services ("Coyote"), which contributed $1.6 billion of revenue in 2024 prior to its divestiture.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Effective January 1, 2025, we insourced our former SurePost product, and replaced it with Ground Saver, a domestic economy service meant to complement our array of products used by our customers. This change provided us greater operational control and service quality with respect to this product. However, this insourcing pressured our operating results, as pickup and delivery costs were higher than in 2024. In December 2025, we entered into a new agreement with the United States Postal Service ("USPS") to assist with final-mile delivery for a portion of our Ground Saver and Mail Innovations volumes starting in 2026, which is expected to allow us to more cost efficiently serve our customers while maintaining our service levels.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
In the International market, during 2025 we implemented weekend delivery within Europe. Additionally, our new air hub in the Philippines is slated to open towards the end of 2026 and our expansion in Hong Kong is planned to open in 2028. Both gateways are expected to give us broader access and faster time in transit on the trade lanes that are growing in Asia.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Our 2025 financial results also reflect the impact of a complex macro environment, driven by evolving trade policies, and the significant strategic actions we are taking including revenue quality initiatives. Global trade policy changes during 2025, including pending and enacted tariffs and de minimis exclusions, resulted in shifting trade lane volumes, particularly reducing volumes on our China to U.S. lane, pressuring our International Package segment margins during the year.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•Average daily package volume in our global small package operations decreased in 2025, primarily due to the execution of planned volume declines from our largest customer and revenue quality actions we took related to certain e-commerce customers.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•Revenue declined in 2025, primarily driven by the impact of the Coyote divestiture, the volume declines described above, and decreases in our Mail Innovations volume. These decreases were partially offset by growth in our International Package segment, driven by higher average daily volume and ongoing revenue‑quality initiatives, as well as increased air cargo revenue from the full onboarding in the fourth quarter of 2024 of volume under our USPS contract and continued contributions from our healthcare logistics businesses.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•Operating expenses decreased in 2025, driven by decreases in purchased transportation expense, primarily attributable to the impact of the Coyote divestiture, the insourcing of our Ground Saver product and a gain from sale-leaseback transactions involving real estate properties within Supply Chain Solutions ("SCS"). These decreases were partially offset by increases in compensation and benefits and higher pick up and delivery costs associated with the insourcing of our Ground Saver product, incremental costs related to the grounding of our MD-11 fleet and costs related to implementing weekend delivery within Europe.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•Operating profit and operating margin decreased due to increased pickup and delivery expenses in the U.S. Domestic Package segment and shifting international volume to less profitable trade lanes due to trade policy challenges, partially offset by the impact of our revenue quality efforts.
Read it in 10-K Feb 17, 2026 at sec.gov
RemovedMD&A
During 2024, we took several steps in furtherance of our strategy. We continued to focus on providing excellent service to our customers, delivering industry-leading on-time performance during 2024. Our Digital Access Program grew year over year, contributing to our consolidated volume growth and continued expansion within the United States ("U.S.") SMB market. Also in 2024, we executed on our Network of the Future initiatives, which are intended to enhance the efficiency of our network through automation and operational sort consolidation. For example, we are moving from a scanning to a sensing network through our Smart Package Smart Facility RFID initiative, which is helping us reduce manual scans and enhance package visibility for our customers. Additionally, we completed the onboarding of air cargo volumes from the United States Postal Service ("USPS"). Under our agreement with the USPS, UPS is the primary air cargo provider for the USPS within the United States. Within our international and healthcare operations, we expect to grow both organically and inorganically, having previously announced that we entered into agreements to acquire Estafeta, a leading domestic small package provider in Mexico, and Frigo-Trans, an industry-leading, complex healthcare logistics provider based in Germany. The acquisitions of Frigo-Trans and related entities were completed during January 2025, and the acquisition of Estafeta is expected to close in the first half of 2025, subject to customary regulatory reviews and approvals. In September 2024, we finalized the previously announced divestiture of our truckload brokerage business ("Coyote").
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Effective January 1, 2025, we insourced the delivery of all SurePost volume, which we expect to result in additional deliveries within our network. We made this change in order to have greater operational control and maintain the service quality of this product. Also in January 2025, we implemented a 9.9% average rate increase on this product.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
In the first quarter of 2025, as previously disclosed, we entered into an agreement in principle with our largest customer to significantly reduce the volume we deliver for them. We expect volume from this customer to decline to approximately 50% of year-end 2024 levels by mid-2026. We are making a deliberate shift in our business to increase our focus on growing higher yielding volume. We expect that these actions will result in a reduction in revenue within our U.S. Domestic Package segment, as described below, during 2025 relative to 2024.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
In conjunction therewith, as disclosed on January 30, 2025, we are beginning a network reconfiguration within the U.S. which is expected to lead to consolidations of our facilities and workforce as well as an end-to-end process redesign through 2027. This network reconfiguration, which is an expansion of our Network of the Future program, is expected to result in exit activities that could result in the closure of up to 10% of our buildings in 2025, a reduction in the size of our vehicle and aircraft fleets, and a decrease in the size of our workforce, which we expect will lead to additional expense. We are not yet able to determine the specific assets or extent of our workforce that will be impacted by this network reconfiguration, the timing of those changes or any associated charges and expenses and therefore are not currently able to provide an estimate of the total cost or the cost by period. We expect that impacted assets will remain in use during some or all of the periods of our network reconfiguration.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
We expect to partially offset the anticipated costs associated with this network reconfiguration through our Efficiency Reimagined initiatives. Efficiency Reimagined initiatives are an end-to-end process redesign being undertaken to align our organizational processes to the network reconfiguration. These initiatives are expected to yield approximately $1.0 billion in annualized savings, which we expect to begin realizing during 2025. We incurred related costs of $35 million for the three months ended December 31, 2024. We expect to incur related costs of approximately $300 to $400 million during 2025 and incremental costs in 2026 and 2027 to complete Efficiency Reimagined, primarily relating to outside professional service fees and severance costs.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
We have two reportable segments: U.S. Domestic Package and International Package, which are together referred to as our global small package operations. Our remaining businesses are reported as Supply Chain Solutions. As of the fourth quarter of 2024 based on a change in our management reporting structure, U.S. Air Cargo is presented within our U.S. Domestic Package segment and prior periods have been recast. This recast did not have any impact on previously reported consolidated results.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
We experienced volume and revenue growth in our global small package operations during the year, primarily the result of a strong second half of 2024. Within our U.S. Domestic Package operations, we captured growth through additional e-
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
commerce customers and SMBs that leveraged our Digital Access Program. In our International Package operations, we experienced average daily volume growth in our export products, which drove a year-over-year revenue increase. In Supply Chain Solutions, revenue decreased for the year, driven by the impact of the divestiture of Coyote, partially offset by revenue growth in our other Supply Chain Solutions businesses. This growth was primarily due to the impact of the acquisition of MNX Global Logistics in the fourth quarter of 2023 and revenue growth in our freight forwarding business driven by continued strong market demand out of Asia.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
During the year, we continued to execute on various initiatives under our previously announced transformation strategy programs, Transformation 2.0 and Fit to Serve, which are contributing to fundamental changes to our back-office technologies and organizational structure. We realized benefits from our Fit to Serve initiative during the year, which helped offset declines in operating profit. For additional information on these programs and the benefits, see “Supplemental Information - Items Affecting Comparability".
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Highlights of our results for the years ended December 31, 2024 and 2023, which are discussed in more detail in the sections that follow, include (dollars in millions, except per share and per piece amounts):Year Ended December 31, Change 2024 2023 $ % Revenue $91,070 $90,958 $ 112 0.1% Operating Expenses 82,602 81,817 785 1.0% Operating Profit $8,468 $9,141 $ (673) (7.4)% Operating Margin 9.3% 10.0% Net Income $5,782 $6,708 $ (926) (13.8)% Basic Earnings Per Share $6.76 $7.81 $ (1.05) (13.4)% Diluted Earnings Per Share $6.75 $7.80 $ (1.05) (13.5)% Operating Days 253 254 Average Daily Package Volume (in thousands) 22,418 22,290 0.6% Average Revenue Per Piece $13.60 $13.62 $ (0.02) (0.1)%
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
•Average daily package volume in our global small package operations increased for the year primarily in our U.S. Domestic Package segment due to growth in our SurePost product, with those increases partially offset by the impact of planned volume reductions from our largest customer under the terms of our contract with them. Within our International package segment, challenging macroeconomic conditions led to a slight volume decline.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
•Revenue was relatively flat for the year. Within our U.S. Domestic Package segment, revenue growth was attributable to air cargo and overall volume growth, but was largely offset by unfavorable shifts in product mix and declines in fuel surcharge revenue. In our International Package segment, revenue benefited from growth in our export products and increases in revenue per piece for our domestic products. Revenue in our Supply Chain Solutions businesses declined primarily as a result of the September 2024 divestiture of Coyote, with the decline partially offset by growth in Logistics and our other businesses.
Read it in 10-K Feb 18, 2025 at sec.gov
RewordedMD&A
Compensation and benefits $ 48,605 $ 48,093 $ 47,092 $ 1,001 2.1% 512 1.1% Transformation Strategy Costs (420) (213) (337) 124 (36.8)% (207) 97.2% Multiemployer Pension Plan Withdrawal Expense (19) — (19) N/A One-Time Compensation Payment — (61) 61 19 (100.0)% Non-GAAP Adjusted Compensation and Benefits 48,185 47,861 46,694 1,167 2.5% 324 0.7% Repairs and maintenance 3,107 2,940 2,828 112 4.0% 167 5.7% Depreciation and amortization 3,746 3,609 3,366 243 7.2% 137 3.8% Purchased transportation 10,588 13,589 13,640 (51) (0.4)% (3,001) (22.1)% Fuel 4,316 4,366 4,775 (409) (8.6)% (50) (1.1)% Other occupancy 2,269 2,117 2,019 98 4.9% 152 7.2% Other expenses 8,163 7,888 8,097 (209) (2.6)% 275 3.5% Total Other expenses 32,189 34,509 34,725 (216) (0.6)% (2,320) (6.7)% Transformation Strategy Costs (173) (109) (98) (11) 11.2% (64) 58.7% Net (Loss) Gain on Divestiture of Coyote (19) 156 — 156 (175) N/A One-Time Payment for International Regulatory Matter (88) — (88) N/A 88 (100.0)% Goodwill and Asset Impairment Charges (182) (108) (236) 128 (54.2)% (74) 68.5% Expense for Regulatory Matter (45) — (45) N/A 45 (100.0)% Non-GAAP Adjusted Total Other Expenses $ 31,815 34,315 $ 34,391 $ (76) (0.2)% (2,500) (7.3)% Total Operating Expenses $ 80,794 $ 82,602 $ 81,817 $ 785 1.0% (1,808) (2.2)% Non-GAAP Adjusted Total Operating Expenses $ 80,000 $ 82,176 $ 81,085 $ 1,091 1.3% (2,176) (2.6)% Currency (Benefit) / Cost - (in millions)* (152) * millions) 1 240 (1) Amount represents the change in currency translation compared to the prior year.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Transformation 1.0 — 3 (3) (100.0)% Transformation 2.0 Spans and Layers — 21 (21) (100.0)% Business Portfolio Review (5) 7 15 (8) (53.3)% (12) (171.4)% Financial Systems 14 13 10 3 30.0% Other Initiatives — 1 (1) (100.0)% 7.7% Transformation 2.0 Total 9 20 47 (27) (57.4)% (11) (55.0)% Fit to Serve 10 49 52 (3) (5.8)% (39) (79.6)% Network Reconfiguration and Efficiency Reimagined 122 8 — 8 N/A 114 N/M Total Transformation Strategy Costs 141 77 102 (25) (24.5)% Gain 64 83.1% Net Loss (Gain) on Divestiture of Coyote 4 (4) — (4) N/A One-Time Payment for International Regulatory Matter — — — N/A 8 (200.0)% Goodwill and Asset Impairment Charges 45 27 43 (16) (37.2)% One-Time Compensation Payment 18 66.7% Reversal of Income Tax Valuation Allowance 109 — 15 (15) (100.0)% Expense for Regulatory Matter — — — 109 N/A Multiemployer Pension Plan Withdrawal Expense 5 — 5 N/A (5) (100.0)% Defined Benefit Pension and Postretirement Medical Plan Loss — 159 85 74 87.1% (159) (100.0)% Non-GAAP Adjusted Income Tax Expense $ 1,891 $ 1,924 $ 2,110 $ (186) (8.8)% (33) (1.7)% Effective Tax Rate 22.2 % 22.3 % 21.8 % Non-GAAP Adjusted Effective Tax Rate 23.7 % 22.5 % 21.8 %
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Transformation 1.0 $ — $ 3 Transformation 2.0 Spans and Layers — 21 Business Portfolio Review $ (5) $ 7 15 Financial Systems 14 13 10 Other Initiatives — 1 Transformation 2.0 Total 9 20 47 Fit to Serve 10 49 52 Network Reconfiguration and Efficiency Reimagined 122 8 — Total Transformation Strategy Costs 141 77 102 Gain on Divestiture Reversal of Coyote (4) — One-Time Payment for International Regulatory Matter — Income Tax Valuation Allowance 109 — Goodwill and Asset Impairment Charges 45 27 43 One-Time Compensation Payment — 15 Expense for Regulatory Matter — — Multiemployer Pension Plan Withdrawal Expense 5 — Net Loss (Gain) on Divestiture 4 (4) Defined Benefit Pension and Postretirement Medical Plan Loss — 159 85 Multiemployer Pension Plan Withdrawal Expense — 5 Total Non-GAAP Adjustments to Non-GAAP Income Tax (Benefit) Expense $ 299 $ 264 $ 245 Total Non-GAAP Adjustments to Non-GAAP Net Income $ 514 $ 833 $ 846
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Transformation Strategy Costs Forwarding $ 31 $ 39 $ 68 $ (29) (42.6)% (8) Logistics 4 57 48 9 18.8% Other SCS — 2 (2) (100.0)% (53) Total Transformation Strategy Costs 35 96 118 (22) (18.6)% Gain (61) Net Loss (Gain) on Divestiture of Coyote Forwarding (156) — (156) N/A 156 Other SCS 19 — 19 Total Gain Loss (Gain) on Divestiture of Coyote 19 (156) — (156) N/A 175 Goodwill and Asset Impairment Charges Forwarding — 119 (119) (100.0)% Logistics 101 — 101 N/A Other SCS — 117 (117) (100.0)% (101) Total Goodwill and Asset Impairment Charges — 101 236 (135) (57.2)% (101) Expense for Regulatory Matter Other SCS 45 — 45 N/A (45) Total Expense for Regulatory Matter 45 — 45 N/A (45) Total non-GAAP Non-GAAP Adjustments to Operating Expenses $ 54 $ 86 $ 354 $ (268) (75.7)% Expenses (32)
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Transformation 1.0 $ — $ 13 Transformation 2.0 Spans and Layers — 86 Business Portfolio Review $ (18) $ 29 84 Financial Systems 55 54 36 Other Initiatives — 4 Transformation 2.0 Total 37 83 210 Fit to Serve 47 204 212 Network Reconfiguration and Efficiency Reimagined 509 35 — Total Transformation Strategy Costs 593 322 435 Gain Goodwill and Asset Impairment Charges 182 108 Net Loss (Gain) on Divestiture of Coyote 19 (156) — One-Time Payment for International Regulatory Matter — 88 — Goodwill and Asset Impairment Charges 108 236 One-Time Compensation Payment — 61 Expense for Regulatory Matter — 45 — Multiemployer Pension Plan Withdrawal Expense — 19 — Total Non-GAAP Adjustments to Non-GAAP Operating Expenses $ 794 $ 426 $ 732
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Operating Expenses $ 15,703 $ 14,769 $ 14,600 $ 169 1.2% 934 6.3% Non-GAAP adjustments Adjustments to operating expenses Operating Expenses Transformation Strategy Costs (53) (79) 26 (32.9)% Goodwill and Asset Impairment Charges (9) (2) (7) 350.0% One-Time Payment for Int'l International Regulatory Matter (88) — (88) N/A Asset Impairment Charges (2) — (2) N/A Transformation Strategy Costs (79) (51) (28) 54.9% 88 (100.0)% Non-GAAP Adjusted Operating Expenses $ 15,641 $ 14,600 $ 14,549 $ 51 0.4% 1,041 7.1% Operating Profit (in millions) and Operating Margin:
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Operating Expenses $ 9,498 $ 11,802 $ 12,168 $ (366) (3.0)% (2,304) (19.5)% Non-GAAP Adjustments to Operating Expenses Transformation Strategy Costs (35) (96) (118) 22 (18.6)% 61 (63.5)% Net (Loss) Gain on Divestiture of Coyote (19) 156 — 156 (175) N/A Goodwill and Asset Impairment Charges — (101) (236) 135 (57.2)% 101 (100.0)% Expense for Regulatory Matter (45) — (45) N/A 45 (100.0)% Non-GAAP Adjusted Operating Expenses $ 9,444 $ 11,716 $ 11,814 $ (98) (0.8)% (2,272) (19.4)% Operating Profit (in millions) and Operating Margins: Margin:
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
The remeasurement of our defined benefit pension and postretirement medical plans' assets and liabilities resulted did not result in losses of $0.7 and $0.4 billion for the years ended December 31, 2024 and 2023, respectively. any mark-to-market adjustment in 2025, compared to a $665 million loss in 2024.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
As of our July 1 testing date, we concluded the fair value of each reporting unit exceeded its carrying value; however, three reporting units (Roadie, Global Freight Forwarding, and Global Logistics and Distribution) exhibited limited excess of fair value and thus reflect a greater risk of impairment occurring in future periods. value.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
We exclude do not consider these transactions to be a component of our ongoing operations, nor do we consider the impact of goodwill and asset impairment charges which we do not consider these transactions when evaluating the operating performance of our business units, making decisions to allocate resources or in determining incentive compensation awards.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
We are executing In 2025, we continued to execute our Customer First, People Led and Innovation Driven strategy to grow strategy, which focuses on growing in the most attractive parts of the market that value our end-to-end solutions, including healthcare, small and small-and medium-sized businesses (“SMBs”) ("SMBs") and International.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Forwarding $ 2,916 $ 4,728 $ 5,534 $ (806) (14.6)% (1,812) (38.3)% Logistics 5,855 6,437 5,927 510 8.6% (582) (9.0)% Other SCS 1,795 1,569 1,461 108 7.4% 226 14.4% Total Revenue $ 10,566 $ 12,734 $ 12,922 $ (188) (1.5)% (2,168) (17.0)% Operating Expenses (in millions):
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesMD&A
The declaration of dividends is subject to the discretion of the Board and will depend depends on various factors, including our net income, financial condition, cash requirements, future prospects and other relevant factors.
Read it in 10-K Feb 17, 2026 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

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