Bond United Parcel Delivery 3.4% ( US911312AZ91 ) in USD

United Parcel Delivery

100 % ▲

United States

US911312AZ91 ( in USD )

3.4% per year ( payment 2 times a year)

15/11/2046

Prospectus brochure of the bond United Parcel Service US911312AZ91 en USD 3.4%, maturity 15/11/2046

1 000 USD

500 000 000 USD

911312AZ9

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/05/2025 ( In 4 days )

United Parcel Service (UPS) is a global logistics company offering a broad range of services, including package and freight delivery, supply chain management, and international trade solutions.

The Bond issued by United Parcel Delivery ( United States ) , in USD, with the ISIN code US911312AZ91, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2046

The Bond issued by United Parcel Delivery ( United States ) , in USD, with the ISIN code US911312AZ91, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by United Parcel Delivery ( United States ) , in USD, with the ISIN code US911312AZ91, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d102942d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No: 333-214056

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
to be
Offering Price
Aggregate
Amount of

Registered

Per Unit

Offering Price
Registration Fee(1)(2)
2.400% Senior Notes Due 2026

$500,000,000

99.964%

$499,820,000

$57,929.14
3.400% Senior Notes Due 2046

$500,000,000

99.123%

$495,615,000

$57,441.78

(1)
Calculated in accordance with Rule 457(r) and Rule 456(b) of the Securities Act.
(2)
A filing fee of $115,370.92 is being paid in connection with this offering
Table of Contents

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 11, 2016

UNITED PARCEL SERVICE, INC.
$500,000,000 2.400% Senior Notes due 2026
$500,000,000 3.400% Senior Notes due 2046
We are offering $500,000,000 aggregate principal amount of 2.400% Senior Notes due 2026 (the "2026 Notes") and $500,000,000
aggregate principal amount of 3.400% Senior Notes due 2046 (the "2046 Notes"). The 2026 Notes and the 2046 Notes are collectively referred to
herein as the "notes."
We will pay interest on the notes on May 15 and November 15 of each year, beginning May 15, 2017. The 2026 Notes will bear interest
at the rate of 2.400% per annum. The 2046 Notes will bear interest at the rate of 3.400% per annum. The 2026 Notes will mature on November 15,
2026. The 2046 Notes will mature on November 15, 2046.
We may redeem some or all of the notes at any time and from time to time at the applicable redemption prices described in this
prospectus supplement.
The notes will be unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness from time to time
outstanding. The notes will be issued only in U.S. dollars in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will not be listed on any securities exchange. There is currently no public market for either series of notes.
Investing in the notes involves risk. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which are incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.

Price to
Underwriting
Proceeds, Before

the Public (1)

Discount

Expenses, to us (1)
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Per 2026 Note

99.964%

0.450%

99.514%
Per 2046 Note

99.123%

0.875%

98.248%
Combined Total

$995,435,000
$6,625,000
$ 988,810,000

(1) Plus accrued interest from October 24, 2016, if settlement occurs after that date.
We expect the notes to be delivered in book-entry form only through The Depository Trust Company on or about October 24, 2016.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
Morgan Stanley
UBS Investment Bank

Citigroup

Wells Fargo Securities
Co-Managers

BNY Mellon Capital Markets, LLC

CastleOak Securities, L.P.

COMMERZBANK

Fifth Third Securities

HSBC
ING

Mizuho Securities

MUFG
US Bancorp
The date of this prospectus supplement is October 19, 2016.
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). We have not, and the
underwriters have not, authorized anyone else to provide you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer and sale is not permitted. You should not assume that the information in this prospectus
supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any
date other than the date of such document. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Description of UPS
S-1
Cautionary Note Regarding Forward-Looking Statements
S-2
Use of Proceeds
S-3
Ratio of Earnings to Fixed Charges
S-4
Capitalization
S-5
Description of the Notes
S-6
Material U.S. Federal Income Tax Consequences
S-9
Underwriting
S-14
Validity of the Notes
S-19
Incorporation of Certain Documents by Reference
S-19
Prospectus

Page
About This Prospectus

1
Description of UPS

1
Where You Can Find More Information

2
Cautionary Note Regarding Forward-Looking Statements

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

5
Description of the Debt Securities

6
Description of the Preferred Stock

23
Description of the Common Stock

24
Description of the Warrants

26
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Validity of the Securities

28
Experts

28

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and
the notes offered hereby. The second part, the accompanying prospectus, provides more general information about securities which we may offer,
some of which does not apply to this offering. If the description of the offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with
the additional information described under the heading "Incorporation of Certain Documents by Reference" in this prospectus supplement.
Unless otherwise indicated, all references in this prospectus supplement to "we," "our" or "UPS" refer to United Parcel Service, Inc., a
Delaware corporation, and its consolidated subsidiaries.
DESCRIPTION OF UPS
We were founded in 1907 as a private messenger and delivery service in Seattle, Washington. Today, we are the world's largest package
delivery company, a leader in the U.S. less-than-truckload industry and the premier provider of global supply chain management solutions. We
deliver packages each business day for 1.6 million shipping customers to 8.4 million receivers in over 220 countries and territories. In 2015, we
delivered an average of 18.3 million pieces per day, or a total of 4.7 billion packages. Total revenue in 2015 was $58.4 billion.
We are a global leader in logistics, and we create value for our customers through solutions that lower costs, improve service and
provide highly customizable supply chain control and visibility. Customers are attracted to our broad set of services that are delivered as promised
through our integrated ground, air and ocean global network.
Our overall market strategy is to provide customers with advanced logistics solutions made possible by a broad portfolio of
differentiated services and capabilities expertly assembled and integrated into our customers' businesses. This approach, supported by our efficient
and globally balanced multimodal network, enables us to deliver considerable value to our customers and thereby build lasting partnerships with
them.
Over the last 15 years, we have significantly expanded the scope of our capabilities to include more than package delivery. Our logistics
and distribution capabilities give companies the power to easily expand their businesses to new markets around the world. By leveraging our
international infrastructure and know-how, we enable our customers to bridge time zones, cultures and distances to keep their supply chains
moving smoothly.
In 2015, we continued our capabilities expansion by acquiring Coyote Logistics, a leading asset-light truckload broker, and several other
specialized businesses. Each provides our customers with an ever-expanding range of high value services and expertise, while simultaneously
contributing to operational efficiency and positive returns.
We serve the global market for logistics services, which include transportation, distribution, contract logistics, ground freight, ocean
freight, air freight, customs brokerage, insurance and financing. We have three reportable segments: U.S. Domestic Package, International Package
and Supply Chain & Freight.
Our principal executive office is located at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328, telephone (404) 828-6000.

S-1
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein include certain "forward-
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in the future tense, and all statements
accompanied by terms such as "believe," "project," "expect," "estimate," "assume," "intend," "anticipate," "target," "plan," and variations thereof
and similar expressions are intended to be forward-looking statements. We intend that all forward-looking statements we make will be subject to
safe harbor protection of the federal securities laws pursuant to Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Our discussion and analysis in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein contain some forward-looking statements regarding our intent, belief and current expectations about our strategic direction, prospects and
future results. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts.
Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place
undue reliance on any such forward-looking statements because such statements speak only as of the date when made.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our
historical experience and our present expectations or anticipated results. These risks and uncertainties include, but are not limited to, those
discussed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on
Form 10-Q for the quarter ended June 30, 2016, which are available from the SEC. You should consider the limitations on, and risks associated
with, forward-looking statements and not unduly rely on the accuracy of predictions contained in such forward-looking statements. We do not
undertake any obligation to update forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of
unanticipated events after the date of those statements.

S-2
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $987.4 million, after deducting the underwriting
discounts and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for general corporate purposes,
including the repayment of commercial paper. Our outstanding U.S. commercial paper has an average interest rate of 0.20% and an average
remaining maturity of approximately 45 days as of September 30, 2016.

S-3
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RATIO OF EARNINGS TO FIXED CHARGES
For purposes of calculating the ratio of earnings to fixed charges, earnings are defined as income before income taxes and fixed charges
(excluding capitalized interest). Fixed charges include interest (whether capitalized or expensed), amortization of debt issuance costs and any
discount or premium relating to any indebtedness (whether capitalized or expensed) and the portion of rent expense considered to represent
interest.
The following table sets forth our consolidated ratio of earnings to fixed charges for each of the five years ended December 31, 2015 and
the six months ended June 30, 2016:

Year Ended December 31,

Six
Months
Ended
June 30,

2011 2012
2013
2014
2015
2016

Ratio of earnings to fixed charges
11.0x 2.5x 12.4x 8.9x 13.7x
13.8x

S-4
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CAPITALIZATION
The table below sets forth our consolidated capitalization as of June 30, 2016 on an actual basis and as adjusted to give effect to (1) the
issuance and sale of the 500,000,000 1.000% Senior Notes due 2028 expected to be issued and sold on October 24, 2016 (the "Concurrent
Offering"), and the expected application of the net proceeds from the Concurrent Offering and (2) the issuance and sale of the notes offered hereby
and the application of the net proceeds from the sale of the notes. See "Use of Proceeds." The completion of this offering is not conditioned on the
completion of the Concurrent Offering, and the completion of the Concurrent Offering is not conditioned on the completion of this offering.
You should read the table together with our consolidated financial statements and the notes thereto incorporated by reference into this
prospectus supplement and the accompanying prospectus.

As of June 30, 2016

Actual
As Adjusted

(amounts in millions)

Cash and Short-Term Investments:

Cash and Cash Equivalents

$ 3,059
$
3,059
Marketable Securities

2,613

2,613

Total Cash and Marketable Securities

$ 5,672
$
5,672

Debt Included in Current Liabilities:

Current maturities of Long-Term Debt and Commercial Paper

$ 2,816
$
1,284
Debt Included in Long-Term Liabilities:

Long-Term Debt, excluding Current Installments

11,550

13,099

Total Debt

$14,366
$
14,383
Shareowners' Equity

2,650

2,650

Total Debt and Shareowners' Equity

$17,016
$
17,033

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DESCRIPTION OF THE NOTES
We are offering $500,000,000 aggregate principal amount of 2.400% Senior Notes due 2026 and $500,000,000 aggregate principal
amount of 3.400% Senior Notes due 2046. The 2026 Notes and the 2046 Notes will each constitute a series of senior debt securities described in
the accompanying prospectus. The following description supplements and, to the extent it is inconsistent with, replaces the description of the
general terms and provisions contained in "Description of the Debt Securities" in the accompanying prospectus. Any capitalized terms that are
defined in the accompanying prospectus have the same meanings in this section unless a different definition appears in this section.
Each series of notes will be issued under the indenture dated as of August 26, 2003, as supplemented from time to time, entered into
with The Bank of New York Mellon Trust Company, N.A. (as successor to Citibank, N.A.), as trustee. We urge you to read the indenture, because
the indenture and the terms included in the notes, not the summaries below and in the accompanying prospectus, define your rights. You may
obtain a copy of the indenture from us without charge. See the section entitled "Where You Can Find More Information" in the accompanying
prospectus.
General
The 2026 Notes will mature on November 15, 2026, and will bear interest at a rate of 2.400% per annum from October 24, 2016, or
from the most recent date to which interest has been paid or provided for, payable semi-annually in arrears to holders of record at the close of
business on the May 1 and November 1 immediately preceding the interest payment date on May 15 and November 15 of each year, commencing
May 15, 2017.
The 2046 Notes will mature on November 15, 2046, and will bear interest at a rate of 3.400% per annum from October 24, 2016, or
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from the most recent date to which interest has been paid or provided for, payable semi-annually in arrears to holders of record at the close of
business on the May 1 and November 1 immediately preceding the interest payment date on May 15 and November 15 of each year, commencing
May 15, 2017.
If any interest payment date, redemption date or the maturity date of any of the notes is not a business day, then payment of principal and
interest will be made on the next succeeding business day. No interest will accrue on the amount payable for the period from the interest payment
date, redemption date or maturity date, as the case may be, to the date payment is made. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
The notes do not contain any sinking fund provisions.
In some circumstances, we may elect to discharge our obligations on a series of the notes through defeasance or covenant defeasance.
See "Description of the Debt Securities--Defeasance and Covenant Defeasance" in the accompanying prospectus for more information about how
we may do this.
Each series of the notes will be issued only in registered form without coupons, in denominations of $2,000 or integral multiples of
$1,000 in excess thereof. No service charge will be made for any registration of transfer or any exchange of notes, but we may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
The notes will be our unsecured and unsubordinated obligations ranking equally with our other outstanding unsecured and
unsubordinated indebtedness. The indenture generally does not limit our ability to incur additional debt and does not contain financial or similar
restrictive covenants.
Optional Redemption
The notes will be redeemable at any time prior to the applicable Par Call Date, in each case as a whole or in part, at our option, on at
least 30 days', but not more than 60 days', prior notice mailed to the registered address of each holder of the notes to be redeemed, at a redemption
price equal to the greater of (1) 100% of the

S-6
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principal amount of the notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the notes to be redeemed that would be due from the redemption date to the applicable Par Call Date (except that, if such redemption date is not
an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon
to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable discount rate for each series of notes, plus in each case accrued interest to the date of redemption. The discount rate for the 2026
Notes will be the Treasury Rate plus 10 basis points and the discount rate for the 2046 Notes will be the Treasury Rate plus 15 basis points.
The notes will be redeemable at any time on or after the applicable Par Call Date, in each case as a whole or in part, at our option, on at
least 30 days', but not more than 60 days', prior notice mailed to the registered address of each holder of the notes to be redeemed, at a redemption
price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the
notes to be redeemed to, but excluding, the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the series of notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes of the relevant series (assuming for this purpose, such notes mature on the applicable Par Call Date).
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for the redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four
such Reference Treasury Dealer Quotations, the average of all Quotations obtained.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Par Call Date" means, in the case of the 2026 Notes, August 15, 2026 (three months prior to their maturity) and, in the case of the 2046
notes, May 15, 2046 (six months prior to their maturity).
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"Reference Treasury Dealer" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Morgan Stanley &
Co. LLC and UBS Securities LLC and their respective successors, except that if any of the foregoing ceases to be a primary U.S. Government
securities dealer in the United States (a "Primary Treasury Dealer"), we are required to designate as a substitute another nationally recognized
investment banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by us, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to us (and provided to the trustee) by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on
the third business day immediately preceding the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the third business day immediately preceding the redemption date) of the applicable Comparable Treasury Issue, assuming a price
for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for
such redemption date.
If money sufficient to pay the redemption price of all of the notes of each series (or portions thereof) to be redeemed on the redemption
date is deposited with the trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such
redemption date, interest will cease to accrue on such notes (or such portion thereof) called for redemption.

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We may at any time, and from time to time, purchase the notes at any price or prices in the open market or otherwise.
Defeasance and Covenants
In some circumstances, we may elect to discharge our obligations on the notes of either series through defeasance or covenant
defeasance. See "Description of the Debt Securities--Defeasance and Covenant Defeasance" in the accompanying prospectus for more information
about how we may do this.
The indenture generally does not limit our ability to incur additional debt and does not contain financial or similar restrictive covenants,
except as described in the accompanying prospectus under the caption "Description of the Debt Securities--Additional Covenants."
Further Issues
We may from time to time, without notice to or the consent of the registered holders of notes, create and issue further notes ranking
equally with either series of the notes in all respects. Such further notes may be consolidated and form a single series with either series of the notes
and have the same terms as to ranking, redemption or otherwise as such series (other than the issue date and public offering price of such further
notes and, if applicable, the first payment of interest following the issue date of such further notes).
Book-Entry System
Upon issuance, each series of notes will be issued in book-entry form through DTC. The notes will be issued as fully registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. Owners of beneficial interests in the notes will receive all payments relating to their debt securities in U.S. dollars.
Clearstream and Euroclear may hold interests on behalf of holders of notes through the accounts that each of these systems maintains to facilitate
the clearance and settlement of transactions involving the notes.
A description of DTC's procedures with respect to the notes is set forth in the section "Description of the Debt Securities--Book-Entry,
Delivery and Form of Debt Securities" in the accompanying prospectus.
Notices
The trustee will mail notices by first class mail, postage prepaid, to each registered holder's address as it appears in the security register.
The trustee will only mail these notices to the registered holder of the notes, and consequently holders of beneficial interests will not receive these
notices unless we reissue the notes in fully certificated form.
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Governing Law
The indenture and the notes for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

S-8
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the material U.S. Federal income and certain estate tax consequences to you of the purchase,
beneficial ownership and disposition of notes. This summary deals only with holders that purchase notes in the initial offering at the issue price
(i.e., the first price at which a substantial amount of notes is sold to investors) and that hold such notes as capital assets for U.S. Federal income tax
purposes. This summary is for general information only and does not address all aspects of U.S. Federal income taxation that may be important to
you in light of your particular circumstances, and it does not address state, local, foreign, alternative minimum or non-income tax considerations
that may be applicable to you. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:

·
a dealer in securities or currencies;

·
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

·
a bank or financial institution;

·
an insurance company;

·
a tax-exempt organization;

·
a person that owns notes that are a hedge or that are hedged against interest rate risks;

·
a person that owns notes as part of a straddle or conversion transaction for tax purposes;

·
a person subject to alternative minimum tax;

·
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar; or

·
a U.S. expatriate, "controlled foreign corporation," or "passive foreign investment company."
This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and
judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, or subject to differing interpretations, so as to
result in U.S. Federal income tax consequences different from those summarized below.
If an entity classified as a partnership for U.S. Federal income tax purposes holds our notes, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If you are a partnership holding notes or a partner in a partnership holding
notes, you should consult your tax advisor as to the particular U.S. Federal income tax consequences applicable to you.
If you are considering the purchase of notes, you should consult your own tax advisor concerning the particular U.S. Federal income and
estate tax consequences to you of the purchase, beneficial ownership and disposition of notes, as well as the consequences to you arising under the
laws of any other taxing jurisdiction, including any state, local or non-U.S. tax consequences.
For purposes of this summary, a "U.S. holder" means a beneficial owner of a note that is any of the following for U.S. Federal income
tax purposes:

·
an individual citizen or resident of the United States;

·
a corporation (or other entity classified as a corporation under U.S. Federal income tax laws) created or organized in or under the

laws of the United States, any state thereof, or the District of Columbia;

·
an estate the income of which is subject to U.S. Federal income taxation regardless of its source; or

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·
a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S.

persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable
Treasury regulations to be treated as a U.S. person.
A "non-U.S. holder" means a beneficial owner of a note that is not a U.S. holder and not a partnership for U.S. Federal income tax
purposes.
U.S. Holders
Payments or Accruals of Interest
It is anticipated, and the remainder of this discussion assumes, that the notes will not be issued with original issue discount for U.S.
federal income tax purposes. Accordingly, payments or accruals of stated interest on a note will be taxable to you as ordinary interest income at the
time that you receive or accrue such amounts (in accordance with your regular method of tax accounting).
Sale, Exchange, Retirement or Other Taxable Disposition of Notes
When you sell or exchange a note, or if a note that you hold is retired or otherwise disposed of in a taxable transaction, you generally
will recognize gain or loss equal to the difference between the amount you realize on the transaction (less any accrued interest, which will be
subject to tax in the manner described above under "Payments or Accruals of Interest") and your adjusted tax basis in the note.
Your adjusted tax basis in a note generally will equal the cost of the note to you, reduced by any principal payments you previously
received in respect of the note.
The gain or loss that you recognize on the sale, exchange, retirement or other disposition of a note generally will be capital gain or loss.
The gain or loss on the sale, exchange, retirement or other disposition of a note will be long-term capital gain or loss if you have held the note for
more than one year on the date of disposition. Net long-term capital gain recognized by an individual U.S. holder currently is eligible to be taxed at
a lower rate than net short-term capital gain or ordinary income. The ability of U.S. holders to offset capital losses against ordinary income is
limited.
Additional Tax on Net Investment Income
U.S. holders who are individuals, estates or certain trusts generally will be subject to a 3.8% tax on the lesser of (1) the U.S. person's
"net investment income" in the case of an individual or "undistributed net investment income" in the case of an estate or trust, in each case for the
relevant taxable year and (2) the excess of the U.S. person's modified adjusted gross income in the case of an individual or adjusted gross income
in the case of an estate or trust, in each case for the taxable year over a certain threshold (which in the case of individuals will be between
$125,000 and $250,000, depending on the individual's tax return filing status). A U.S. holder's "net investment income" will generally include any
interest income or capital gain recognized by the holder with respect to the notes, unless such income or gain is derived in the ordinary course of
the conduct of the holder's trade or business (other than a trade or business that consists of certain passive or trading activities).
Information Reporting and Backup Withholding
Generally, if you are a non-corporate U.S. holder, payments on a note will be subject to information reporting. In addition, a non-
corporate U.S. holder may be subject to a backup withholding tax on those payments if it fails to provide its accurate taxpayer identification
number to us or our paying agent in the manner required,

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is notified by the Internal Revenue Service (the "IRS") that it has failed to report all interest and dividends required to be shown on its U.S. Federal
income tax return, or otherwise fails to comply with applicable backup withholding tax rules. In addition, U.S. holders may be subject to
information reporting and backup withholding tax with respect to the proceeds from a sale, exchange, retirement or other taxable disposition of a
note.
Any amounts withheld from payments to you under the backup withholding tax rules may be allowed as a credit against your U.S.
Federal income tax liability and may entitle you to a refund, provided the required information is timely furnished to the IRS.
Non-U.S. Holders
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424B5
U.S. Federal Withholding Tax
Subject to the discussion below under "-- Information Reporting and Backup Withholding" and "--Foreign Account Tax Compliance
Act (FATCA)," payments of principal and stated interest on a note will not be subject to U.S. Federal withholding tax, provided that:

·
you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock

within the meaning of the Code and applicable Treasury regulations;

·
such interest is not effectively connected with your conduct of a U.S. trade or business; and

·
either (a) you provide your name and address on an IRS Form W-8BEN or W-8BEN-E (or other applicable form), and certify,

under penalties of perjury, that you are not a U.S. person or (b) you hold your notes through certain foreign intermediaries and
satisfy the certification requirements of applicable Treasury regulations.
Special certification and other rules apply to certain non-U.S. holders that are entities rather than individuals.
If you cannot satisfy the requirements described above, payments of interest made to you will be subject to U.S. Federal withholding tax
at a 30% rate, unless you provide us or our paying agent with a properly executed (1) IRS Form W-8BEN or W-8BEN-E (or other applicable
form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or other
applicable form) stating that interest paid on a note is not subject to withholding tax because it is effectively connected with your conduct of a trade
or business in the United States (as discussed below under "--U.S. Federal Income Tax").
U.S. Federal Income Tax
If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that
trade or business (and the interest is attributable to a permanent establishment maintained by you in the United States if that is required by an
applicable income tax treaty as a condition for subjecting you to U.S. tax on a net income basis), you will be subject to U.S. Federal income tax on
that interest on a net income basis (although exempt from the 30% withholding tax, provided you comply with certain certification and disclosure
requirements discussed above in "--U.S. Federal Withholding Tax") in the same manner as if you were a U.S. holder. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your effectively connect earnings
and profits for the taxable year, subject to certain adjustments, unless you qualify for a lower rate under an applicable income tax treaty.
Any gain (other than any portion of the gain that represents accrued interest in which case the tax rules for interest as described above
would apply to such portion) realized on the sale, exchange, retirement or other taxable disposition of a note generally will not be subject to U.S.
Federal income or withholding tax unless:

·
the gain is effectively connected with your conduct of a trade or business in the United States (and, if applicable, attributable to

a permanent establishment maintained by you in the United

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States), in which case if you are a foreign corporation the branch profits tax described above may also apply; or

·
you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain

other conditions are met.
U.S. Federal Estate Tax
If you are an individual who at death is not a U.S. citizen or resident (as specially defined for U.S. Federal estate tax purposes), your
estate will not be subject to U.S. Federal estate tax on notes beneficially owned by you at the time of your death, provided that (1) you do not
actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code
and applicable Treasury regulations, and (2) interest on those notes would not have been, if received at the time of your death, effectively
connected with the conduct by you of a trade or business in the United States.
Information Reporting and Backup Withholding
The amount of interest paid to you, and the amount of any tax withheld with respect to such interest, must be reported annually to the
IRS and you. Copies of the information returns reporting the amount of such interest and the amount of any tax withheld may also be made
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