SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities and Exchange Act of 1934
For the Quarter Ended June 30, 1997
Commission file number 0-4714
------
United Parcel Service of America, Inc.
(Exact name of registrant specified in its charter)
Delaware 95-1732075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Glenlake Parkway, NE
Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 828-6000
--------------
Not Applicable
Former name, address and fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements of the past 90 days.
YES X NO
-------- --------
Common Stock, par value $.10 per share
(Title of Class)
570,000,000 shares
Outstanding as of August 14, 1997
<PAGE>
PART I. ITEM 1 - FINANCIAL INFORMATION
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1997 (unaudited) and December 31, 1996
(In millions except share amounts)
ASSETS 1997 1996
- ------ ------ ------
CURRENT ASSETS:
Cash and short-term investments $ 671 $ 392
Accounts receivable 2,249 2,341
Prepaid employee benefit costs 339 401
Materials, supplies and prepaid expenses 512 581
Common stock held for stock plans 523 540
------- -------
TOTAL CURRENT ASSETS 4,294 4,255
PROPERTY, PLANT AND EQUIPMENT (including aircraft
under capitalized lease obligations)- at
cost, net of accumulated depreciation and
amortization of $7,130 in 1997 and $6,778 in
1996 10,382 10,230
OTHER ASSETS 451 469
------- -------
$15,127 $14,954
======= =======
LIABILITIES AND SHAREOWNERS' EQUITY
- -----------------------------------
CURRENT LIABILITIES:
Accounts payable $ 1,096 $ 1,155
Accrued wages and withholdings 1,147 1,201
Dividends payable - 194
Deferred income taxes 149 149
Other current liabilities 615 459
------- -------
TOTAL CURRENT LIABILITIES 3,007 3,158
LONG-TERM DEBT (including capitalized lease
obligations), net of current maturities
of $22 in 1997 and $18 in 1996 2,358 2,573
------- -------
ACCUMULATED POSTRETIREMENT BENEFIT
OBLIGATION, NET 897 841
------- -------
DEFERRED TAXES, CREDITS AND OTHER LIABILITIES 2,664 2,481
------- -------
SHAREOWNERS' EQUITY:
Preferred stock, no par value,
Authorized 200,000,000 shares, none issued - -
Common stock, par value $.10 per share,
Authorized 900,000,000 shares, issued
570,000,000, net of 10,000,000 in treasury 57 57
Additional paid-in capital 89 95
Retained earnings 6,101 5,728
Cumulative foreign currency adjustments (46) 21
------- -------
6,201 5,901
------- -------
$15,127 $14,954
======= =======
See notes to consolidated financial statements.
<PAGE>
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months and Six Months Ended June 30, 1997 and 1996
(In millions except per share amounts)
(unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
Revenue
$ 5,846 $ 5,508 $11,510 $10,843
------ ------ ------ ------
Operating Expenses:
Compensation and
benefits 3,392 3,246 6,797 6,504
Other 1,836 1,708 3,669 3,360
------ ------ ------ ------
5,228 4,954 10,466 9,864
------ ------ ------ ------
Operating Profit 618 554 1,044 979
------ ------ ------ ------
Other income and
(expense):
Interest income 9 10 19 19
Interest expense (37) (21) (78) (44)
Miscellaneous, net (8) (11) (15) (20)
------ ------ ------ ------
(36) (22) (74) (45)
Income before income
taxes 582 532 970 934
Income taxes 242 213 402 374
------ ------ ------ ------
Net income $ 340 $ 319 $ 568 $ 560
====== ====== ====== ======
Net income per share $ 0.60 $ 0.56 $ 1.00 $ 0.98
====== ====== ====== ======
See notes to consolidated financial statements.
<PAGE>
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY
Six Months Ended June 30, 1997
(In millions)
(unaudited)
Cumulative
Additional Foreign Total
Common Stock Paid-In Retained Currency Shareowners'
Shares Amount Capital Earnings Adjustments Equity
------ ------ ------- -------- ----------- ------
Balance,
January 1, 1997 570 $57 $95 $5,728 $21 $5,901
Net income - - - 568 - 568
Gain on issuance of
common stock held
for stock plans - - 20 - - 20
Exercise of stock
options - - (26) - - (26)
Dividends
($0.35 per share) - - - (195) - (195)
Foreign currency
adjustments - - - - (67) (67)
--- --- --- ------ ---- ------
Balance, June 30,
1997 570 $57 $89 $6,101 $(46) $6,201
=== === === ====== ==== ======
See notes to consolidated financial statements.
<PAGE>
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1997 and 1996
(In millions)
(unaudited)
1997 1996
------ ------
Cash flows from operating activities:
Net income $ 568 $ 560
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation and amortization 501 459
Postretirement benefits 56 51
Deferred taxes, credits, and other 170 101
Changes in assets and liabilities:
Accounts receivable 92 (237)
Prepaid employee benefit costs 62 34
Materials, supplies and prepaid
expenses 69 (113)
Common stock held for stock plans 17 (58)
Accounts payable (59) 160
Accrued wages and withholdings (54) (58)
Dividends payable (194) (178)
Other current liabilities 152 120
------ ------
Net cash provided from operating activities 1,380 841
------ ------
Cash flows from investing activities:
Capital expenditures (772) (722)
Disposals of property, plant and equipment 83 26
Other asset receipts 14 21
------ ------
Net cash (used in) investing activities (675) (675)
------ ------
Cash flows from financing activities:
Proceeds from borrowings 732 710
Repayment of borrowings (941) (694)
Dividends paid (195) (185)
Other transactions (6) 13
------ ------
Net cash (used in) financing activities (410) (156)
------ ------
Effect of exchange rate changes on cash (16) 4
------ ------
Net increase in cash and short-term investments 279 14
Cash and short-term investments:
Beginning of period 392 211
------ ------
End of period $ 671 $ 225
====== ======
Cash paid during the period for:
Interest (net of amount capitalized) $ 60 $ 31
====== ======
Income taxes $ 141 $ 193
====== ======
<PAGE>
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
(unaudited)
1. For interim consolidated financial statement purposes, UPS
computes its tax provision on the basis of its estimated annual effective
income tax rate, and provides for accruals under its various employee benefit
plans based on one quarter of the estimated annual expense for each three
month period.
Net income per share is based on 570,000,000 shares in 1997 and
1996, including common stock held for stock plans.
2. In the opinion of management, the accompanying interim, unaudited,
consolidated financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the financial
position as of June 30, 1997, the results of operations for the three
months and six months ended June 30, 1997 and 1996, and cash flows for
the six months ended June 30, 1997 and 1996.
3. During the second quarter of 1995, the Company received a Notice of
Deficiency from the United States Internal Revenue Service ("IRS")
asserting that it is liable for additional tax for the 1983 and 1984 tax
years. The Notice of Deficiency is based in large part on the theory
that UPS is liable for tax on income of Overseas Partners Ltd., a Bermuda
company, which has reinsured excess value package insurance purchased by
UPS's customers from unrelated insurers. The deficiency sought by the
IRS relating to package insurance is based on a number of inconsistent
theories and ranges from $8 million to $35 million of tax, plus penalties
and interest for 1984.
Agents for the IRS have also asserted in reports that UPS is
liable for additional tax for the 1985 through 1987 tax years and the 1988
through 1990 tax years. The additional tax sought by the agents relating
to package insurance for these periods range from $89 million to $148
million for the 1985 through 1987 tax years and up to $174 million for
the 1988 through 1990 tax years, plus penalties and interest. The IRS
has based their assertions on the same theories included in the above
described Notice of Deficiency.
In addition, the IRS and its agents have raised a number of other
issues relating to the timing of deductions; the characterization of
expenses as capital rather than ordinary; and UPS's entitlement to the
Investment Tax Credit and the Research Tax Credit in the 1983 through
1990 tax years. These issues total $32 million in tax for the 1983 and
1984 tax years, $95 million in tax for the 1985 through 1987 tax years,
and $228 million in tax for the 1988 through 1990 tax years. Penalties
and interest are in addition to these amounts. The majority of these
adjustments would reverse in future years.
<PAGE>
UNITED PARCEL SERVICE OF AMERICA, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
(unaudited)
In August 1995, the Company filed a petition in Tax Court in
opposition to the Notice of Deficiency related to the 1983 and 1984 tax
years. The trial date is set for September 8, 1997. After consultation
with tax legal experts, management believes there is no merit to any
material issues raised by the IRS and that the eventual resolution of
these matters will not have a material impact on the Company. The
Company has appealed with the IRS all material issues related to the
1985 through 1987 tax years. A protest appealing all material issues related
to the 1988 through 1990 tax years will be filed by UPS with the IRS in
August 1997. The IRS may take positions similar to those in the reports
described above for periods after 1990.
4. Certain prior period amounts have been reclassified to conform
to the current period presentation.
5. As previously reported on Form 8-K, dated August 6, 1997, the
International Brotherhood of Teamsters ("IBT"), which represents
approximately 190,000 UPS employees, went on strike beginning at
12:01 a.m. August 4, 1997. Operations have been severely curtailed with
efforts focused on delivering packages in the UPS system at the time of the
strike and the delivery and pick-up of high priority packages that include
domestic air express packages and international packages, with a priority
placed on critical and emergency goods, where possible. Volume is currently
at approximately 10% of normal operating levels. These reduced operations
are continuing by utilizing non-union employees and union employees who have
reported for work despite the strike.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1996
- -----------------------------------------
Revenue increased by $338 million, or 6.1%, for the three months
ended June 30, 1997 over the three months ended June 30, 1996. For the
second quarter of 1997, domestic revenue totaled $5.100 billion, an
increase of $335 million, or 7.0%, over the second quarter of 1996, and
international revenue totaled $746 million, an increase of $3 million,
or 0.5%.
Domestic revenue increased as a result of rate increases and
higher volume, which was up 2.2%, and is inclusive of a 9.6% volume increase
in higher yielding express packages.
The increase in international revenue was primarily attributable
to a $38 million increase in foreign export revenue, or 7.9%, diminished by
a $35 million decrease in foreign domestic revenue, or 13.3%. The decrease
in foreign domestic revenue resulted primarily from a stronger U.S. dollar
along with a 3.6% decrease in volume. The Company has focused attention on
higher margin volume which is intended to improve operating results in the
long run but has reduced revenue in the short term. Export revenues increased
primarily as a result of higher volume, which was up 13.7%.
Operating expenses increased by $274 million, or 5.5%. However,
the operating ratio improved from 89.9 during 1996 to 89.4 during 1997
primarily from improved international operating results.
Operating profit for the period increased $64 million, or 11.6% as
a result of higher revenue.
Interest expense amounted to $37 million, an increase of $16
million over the corresponding quarter of the previous year. This
increase is primarily attributable to interest costs incurred on higher
debt levels outstanding during the current quarter in comparison to the
corresponding quarter of the previous year.
Income before income taxes ("pre-tax income") increased $50
million, or 9.4%. Domestic pre-tax income amounted to $571 million, an
increase of $14 million, or 2.6% over the corresponding quarter of the
previous year. The increase was primarily a result of increased
revenues as discussed above.
International pre-tax income amounted to $11 million, an improvement
of $36 million over the pre-tax loss for the corresponding quarter of
the previous year.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1996
- -----------------------------------------
The international pre-tax loss attributable to the foreign domestic
operations decreased by $11 million, or 27.2%. This improvement results
largely from cost reductions from the Company's efforts to reduce unprofitable
volume. The pre-tax income associated with export operations improved by $25
million, and resulted in an overall international profit for the second quarter
of 1997. The continuation of this favorable trend in export operations
resulted primarily from higher volume and improved operating margins on
international and U.S. exports. Export volume generated outside the U.S.
increased by 18.5% while U.S. origin export shipments increased by 6.5%.
Despite generating an overall profit for the second quarter, UPS expects that
there will be a continuing possibility of incurring overall losses in its
international business for the near future.
Net income increased by $21 million, or 6.6%, over the corresponding
quarter of the prior year.
As previously reported on Form 8-K, dated August 6, 1997, the IBT, which
represents approximately 190,000 UPS employees, went on strike beginning at
12:01 a.m. August 4, 1997. Operations have been severely curtailed with
efforts focused on delivering packages in the UPS system at the time of
the strike and the delivery and pick-up of high priority packages that include
domestic air express packages and international packages, with a priority
placed on critical and emergency goods, where possible. Volume is currently at
approximately 10% of normal operating levels. These reduced operations are
continuing by utilizing non-union employees and union employees who have
reported for work despite the strike.
The IBT strike has already caused a substantial loss in volume.
Management expects that revenues and earnings will continue to be adversely
affected during the IBT strike. In addition, revenues and earnings for the
third and fourth quarters of 1997 and beyond 1997 could be adversely
affected. Management cannot predict the financial impact of the strike,
which will depend in large part upon its duration. UPS expects that after a
new labor agreement is reached, employee expense will increase. In addition,
the Company may lose some customer accounts as a result of the strike.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
Six Months Ended June 30, 1997 and 1996
- ---------------------------------------
Revenue increased by $667 million, or 6.2%, for the six months
ended June 30, 1997 over the six months ended June 30, 1996. For the six
months ending June 30, 1997, domestic revenue totaled $10.055 billion, an
increase of $699 million, or 7.5%, over the six months ended June 30,
1996, and international revenue totaled $1.455 billion, a decrease of $32
million, or 2.1%.
Domestic revenue increased as a result of rate increases and higher
volume, which was up 2.8%, and is inclusive of a 9.7% volume increase in
higher yielding express packages.
During the first quarter of 1997, rates for standard ground
shipments were increased an average of 3.4% for commercial deliveries and
4.3% for residential deliveries. Rates for UPS Next Day Air, UPS 2nd Day
Air, and UPS 3-Day Select each increased approximately 3.9%.
Rates for international shipments originating in the United States
were increased 2.6% for UPS Worldwide Express and 4.9% for UPS Worldwide
Expedited. Rate changes for shipments originating outside the United
States have been made throughout the past year and vary by geographic
market. Rates for UPS Standard service to Canada did not change.
The decrease in international revenue was primarily attributable to
a $90 million decrease in foreign domestic revenue, or 16.7%, offset by a
$58 million increase in foreign export revenue, or 6.2%. The decrease in
foreign domestic revenue results from a combination of a stronger U.S.
dollar and a 7.8% decrease in volume. The Company has focused attention
on higher margin volume which is intended to improve operating results in
the long run but has reduced revenue in the short term. Export revenues
increased primarily as a result of higher volume, which was up 11.3%.
Operating expenses increased by $602 million, or 6.1%, resulting in
comparable operating ratios of 91.0 during 1996 and 90.9 during 1997.
Operating profit for the period increased $65 million, or 6.6%, as a
result of higher revenue.
Interest expense amounted to $78 million, an increase of $34
million over the corresponding period of the previous year. This
increase is primarily attributable to interest costs incurred on higher
debt levels outstanding during the current period in comparison to the
corresponding period of the previous year.
Income before income taxes ("pre-tax income") increased $36
million, or 3.9%. Domestic pre-tax income amounted to $990 million, a
decrease of $10 million, or 1.0%, over the corresponding period of the
previous year. The decrease was primarily a result of higher interest
costs as discussed above.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
Six Months Ended June 30, 1997 and 1996
- ---------------------------------------
The international pre-tax loss amounted to $20 million, a decrease
of $46 million, or 69.8%, over the corresponding period's pre-tax loss of
the previous year.
The international pre-tax loss attributable to the foreign
domestic operations decreased by $7 million, or 9.4%. The pre-tax income
associated with export operations improved by $39 million. The
continuation of this favorable trend in export operations resulted
primarily from higher volume and improved operating margins on
international and U.S. exports. Export volume generated outside the U.S.
increased by 15.4%, while U.S. origin export shipments increased by 4.9%.
UPS expects that there will be a continuing possibility of incurring
overall losses in its international business for the near future.
Net income increased by $8 million, or 1.4%, over the corresponding
period of the prior year.
The results of operations for the three months and six months ended
June 30, 1997 are not likely to be indicative of the results to be
expected for the full year. Reference is made here to the discussion
included in the preceding section titled "Three Months Ended June 30,
1997 and 1996" regarding the IBT strike and its effect on the operations
of the Company.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
In recognition of a continuing need for borrowing over the near
term, and to take advantage of attractive borrowing costs in medium-term
debt markets, UPS has entered into several financing transactions during
1997. In February 1997, UPS issued $165 million of 6.875% Pound Sterling
notes which are due in February 2000. In April 1997, UPS issued $200
million of 6.625% Euro Notes which are due April 2001. In July 1997, UPS
issued $300 million of 6.25% Euro Notes which are due July 2000.
These Euro Notes were issued through the European medium-term note
program established in 1996. In July 1997, this program was amended to
increase the borrowing capacity from $500 million to $1 billion.
Currently, $500 million is outstanding under the European medium-term
note program.
During the second quarter, UPS increased its Commercial Paper
borrowing limits from $1.5 billion to $2.0 billion. As of June 30, 1997,
UPS had a $458 million Commercial Paper balance outstanding. In May 1997, UPS
renegotiated and extended one of two credit agreements with a consortium of
banks increasing a revolving credit facility that would have otherwise
expired on June 9, 1997, from $1.25 billion to $3.25 billion. This new
agreement expires May 6, 1998.
As discussed above in the results of operations for the three and six
months ended June 30, 1997, the IBT strike has already caused a substantial
loss in volume. Management expects that revenues and earnings will continue
to be adversely affected during the IBT strike. In addition, revenues and
earnings for the third and fourth quarters of 1997 and beyond 1997 could be
adversely affected. Management cannot predict the financial impact of the
strike, which will depend in large part upon its duration. The Company believes
that its current assets and available credit, including the funds described
above, are adequate to support the Company's operations during the strike.
The Company also believes that after a new labor agreement is reached,
internally generated resources, funds described above, and other credit
facilities will provide adequate sources of liquidity and capital resources
to meet its expected long-term needs for the operation of its business,
including anticipated capital expenditures and purchase commitments.
During 1995, the Company received a Notice of Deficiency from the
United States Internal Revenue Service ("IRS") asserting that it is
liable for additional tax for the 1983 and 1984 tax years. Agents for
the IRS have also asserted in reports that UPS is liable for additional
tax for the 1985 through 1987 tax years and the 1988 through 1990 tax
years. Reference is made here to Note 3 to the accompanying unaudited
consolidated financial statements for more information.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
the Results of Operations and Liquidity and Capital Resources contains
statements which may constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Those statements
include statements regarding the intent, belief or current expectations of UPS
and its management. Such forward-looking statements involve risks and
uncertainties with respect to future events and may be affected by such matters
as, among others, the duration of the IBT strike, the cost of a new collective
bargaining agreement, the number of UPS customers who elect to do business
with competitors of UPS, and, as to international operations such matters as
future operating losses.
<PAGE>
PART II
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Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of shareowners of the Registrant was held on
May 8, 1997.
Proxies for the meeting were solicited pursuant to Regulation 14A
under the Securities Exchange Act of 1934, there was no solicitation in
opposition to management's nominees as listed in Item No. 1 in the proxy
statement, and all of such nominees were elected.
The results of the voting by the shareowners for directors are
presented below.
Percent of
Director Number of Votes Total Voting
-------- --------------- ------------
John W. Alden For 490,210,080 99.59%
Withheld 2,034,439 0.41%
William H. Brown, III For 490,188,202 99.58%
Withheld 2,056,317 0.42%
Robert J. Clanin For 490,210,080 99.59%
Withheld 2,034,439 0.41%
Carl Kaysen For 490,188,202 99.58%
Withheld 2,056,317 0.42%
James P. Kelly For 490,210,080 99.59%
Withheld 2,034,439 0.41%
Gary E. MacDougal For 490,191,535 99.58%
Withheld 2,052,984 0.42%
Joseph R. Moderow For 490,210,080 99.59%
Withheld 2,034,439 0.41%
Kent C. Nelson For 490,208,280 99.59%
Withheld 2,036,239 0.41%
Victor A. Pelson For 490,210,072 99.59%
Withheld 2,034,447 0.41%
John W. Rogers For 490,210,080 99.59%
Withheld 2,034,439 0.41%
Charles L. Schaffer For 490,210,080 99.59%
Withheld 2,034,439 0.41%
Robert M. Teeter For 490,210,076 99.59%
Withheld 2,034,443 0.41%
Calvin E. Tyler Jr. For 490,208,280 99.59%
Withheld 2,036,239 0.41%
<PAGE>
PART II
-------
Two proposals (designated Item Nos. 2 and 3) were submitted by the
Board of Directors. The proposals and the results of the voting by the
stockholders are presented below.
Percent of
Total
Number of Votes Voting
--------------- ------
2. To consider approval of an For 489,342,326 99.41%
amendment to and restatement of Against 1,791,529 0.36%
the UPS 1996 Stock Option plan Abstain 1,110,664 0.23%
3. To confirm the appointment
of Deloitte & Touche LLP, For 490,285,423 99.60%
independent auditors, as auditors Against 1,891,491 0.39%
of UPS and its subsidiaries for Abstain 67,605 0.01%
the year ending December 31, 1997
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
(4) Instruments defining the rights of security
holders, including indentures
(a) Specimen Certificate of Available to the
$300,000,000 of 6.25% Euro Notes Commission upon
Notes due July 7, 2000 request
(b) Indenture relating to Available to the
$300,000,000 of 6.25% Euro Notes Commission upon
Notes due July 7, 2000 request
(c) Specimen Certificate of Available to the
$1,000,000,000 of Temporary Commission upon
and Permanent Global Notes in request
connection with the European
medium term note program
(d) Indenture relating to the Available to the
$1,000,000,000 European Commission upon
medium term note program request
b) Reports on Form 8-K: The Company filed a Form 8-K Current Report on
August 6, 1997 (Date of Earliest Event Reported: August 4, 1997),
reporting a strike called by the International Brotherhood of Teamsters.
<PAGE>
EXHIBIT INDEX
-------------
(4) Instruments defining the rights of security
holders, including indentures
(a) Specimen Certificate of Available to the
$300,000,000 of 6.25% Euro Notes Commission upon
Notes due July 7, 2000 request
(b) Indenture relating to Available to the
$300,000,000 of 6.25% Euro Notes Commission upon
Notes due July 7, 2000 request
(c) Specimen Certificate of Available to the
$1,000,000,000 of Temporary Commission upon
and Permanent Global Notes in request
connection with the European
medium term note program
(d) Indenture relating to the Available to the
$1,000,000,000 European Commission upon
medium term note program request
E-1
<PAGE>
SIGNATURES
----------
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 thereunto duly authorized.
UNITED PARCEL SERVICE OF AMERICA, INC.
--------------------------------------
(Registrant)
By: ---------------------------------
Robert J. Clanin
Senior Vice President,
Treasurer and
Chief Financial Officer
Date: August 14, 1997
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