Bond United Parcel Delivery 5.125% ( XS0301197546 ) in GBP

United Parcel Delivery

93.44 % ▲

United States

XS0301197546 ( in GBP )

5.125% per year ( payment 2 times a year)

11/02/2050

Prospectus brochure of the bond United Parcel Service XS0301197546 en GBP 5.125%, maturity 11/02/2050

50 000 GBP

454 650 000 GBP

12/08/2025 ( In 93 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 GBP, with the ISIN code XS0301197546, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/02/2050

PROSPECTUS DATED 16 May 2007

UNITED PARCEL SERVICE, INC.
(incorporated with limited liability under
the laws of the State of Delaware)
£454,650,000
5.125 per cent. Notes due February 2050 (the "Notes")
The issue price of the £ 454,650,000 5.125 per cent. Notes due February 2050 of United
Parcel Service, Inc. (the "Issuer") is 99.338 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal
amount on 12 February 2050. The Notes are subject to redemption in whole at par, plus (if
applicable) interest accrued to, but excluding, the date of redemption, at any time in the event
of certain changes affecting taxation in Issuer's taxing jurisdiction. The Notes may also be
redeemed at the option of the Issuer, in whole but not in part, at any time at the Early
Redemption Amount (as defined herein).
The Notes will bear interest from 16 May 2007 at the rate of 5.125 per cent. per annum
payable semi-annually in arrear on 12 February and 12 August each year commencing on 12
August 2007. Payments on the Notes will be made in Pounds Sterling without deduction for
or on account of taxes imposed or levied by the Federal Law of the United States to the extent
described under "Terms and Conditions of the Notes--Condition 6 (Payment of Additional
Amounts)".
This Prospectus has been approved as a Prospectus by the Luxembourg Commission de
Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent
authority for the purpose of Directive 2003/71/EC (the "Prospectus Directive"). Application
has been made for the Notes to be admitted to listing on the official list and trading on the
Luxembourg Stock Exchange's regulated market.
The Notes have not been, and will not be, registered under the United States Securities Act of
1933 (the "Securities Act"). The Notes are being offered outside the United States by the
Managers in accordance with Regulation S under the Securities Act ("Regulation S"), and
may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to a United States person, except in certain
transactions permitted by U.S. Treasury Regulations. Terms used in this paragraph have the
meanings given to them by the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder.
The Notes will be in bearer form and in the denomination of £50,000. The Notes will
initially be in the form of a temporary global note (the "Temporary Global Note"), without
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interest coupons, which will be deposited on or around 16 May 2007 (the "Closing Date")
with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). The Temporary
Global Note will be exchangeable, in whole or in part, for interests in a permanent global note
(the "Permanent Global Note"), without interest coupons, not earlier than 40 days after the
Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in
respect of the Notes cannot be collected without such certification of non-U.S. beneficial
ownership. The Permanent Global Note will be exchangeable in certain circumstances in
whole, but not in part, for Notes in definitive form in the denomination of £50,000 each and
with interest coupons attached. See "Summary of Provisions Relating to the Notes in Global
Form".

Dealer Managers
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL

16 May 2007
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CONTENTS

Important Notices ........................................................................................... 2
Information Incorporated By Reference ................................................................. 3
Summary...................................................................................................... 5
Risk Factors .................................................................................................. 7
Terms And Conditions Of The Notes................................................................... 10
Summary Of Provisions Relating To The Notes In Global Form .................................. 33
Description Of The Issuer ................................................................................ 35
Taxation...................................................................................................... 58
General Information ....................................................................................... 61
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares
that, having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus to the best of its knowledge is in accordance with the facts and contains no
omission likely to affect its import.
The Dealer Managers have not separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Dealer Managers as to the accuracy of completeness of the
information contained in this Prospectus. The Dealer Managers do not accept any liability
with respect to any holder of the Issuer's £500,000,000 5.50 per cent. Notes due 2031
("Existing Notes") in relation to the information contained in this Prospectus or any other
information provided by the Issuer in connection with the Notes.
The Issuer has not authorised the making or provision of any representation or information
regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for
such purpose by the Issuer. Any such representation or information should not be relied upon
as having been authorised by the Issuer or the Dealer Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in
any circumstances create any implication that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of
the Issuer since the date of this Prospectus.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes
are required by the Issuer and the Dealer Managers to inform themselves about and to observe
any such restrictions.
In particular, the Notes have not been and will not be registered under the Securities Act and
are subject to United States tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or its possessions or to U.S. persons
or United States persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references
to a Member State of the European Economic Area, references to "£" or "Pounds Sterling"
are to the lawful currency of the United Kingdom and references to "US$" are to the lawful
currency of the United States of America.

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INFORMATION INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Offering Circular:
(a)
the Issuer's Annual Report on Form 10-K for the fiscal year ended 31 December 2006
(which includes the Issuer's audited consolidated financial statements as of and for the
year ended 31 December 2006 and 2005, and for each of the three years in the period
ended 31 December 2006) filed by the Issuer pursuant to the United States Securities
Exchange Act of 1934 on 1 March 2007, as amended (including, for information
purposes, the Issuer's Current Reports on Form 8-K for the periods ending 1 March
2007 (filed on 7 March 2007) and 25 April 2007 (filed on 26 April 2007)); and
(b)
the Issuer's Quarterly Report on Form 10-Q for the quarter ended 31 March 2007
(which includes the Issuer's unaudited consolidated financial statements as of and for
the three months ended 31 March 2007) filed by the Issuer on 10 May 2007 pursuant to
the United States Securities Exchange Act of 1934, as amended.
Any statement contained herein or in a document which is incorporated by reference herein
shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent
that a statement contained in any subsequent document which is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise).
Such documents will be made available, free of charge, during usual business hours at the
specified offices of the Fiscal Agent and the Listing Agent in Luxembourg, unless such
documents have been modified or superseded. Such documents will also be available to view
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The tables below set out the relevant page references for the Issuer's audited consolidated
financial statements as of and for the year ended 31 December 2006 and 31 December 2005,
as set out in the Issuer's Annual Report on Form 10-K for the year ended 31 December 2006
and for the Issuer's unaudited consolidated financial statements as of and for the three months
ended 31 March 2007, as set out in the Issuer's Quarterly Report on form 10-Q for the
quarter ended 31 March 2007.
Financial Statements for the financial years ended 31 December 2006 Page Reference
and 31 December 2005
Report of Independent Registered Public Accounting Firm

F-5
Consolidated Balance Sheets

F-6
Statements of Consolidated Income

F-7
Statements of Consolidated Cash Flows
F-8
Notes to Consolidated Financial Statements

F-9
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Financial Statements for the quarter ended 31 March 2007

Consolidated Balance Sheets
2
Statements of Consolidated Income
3
Statements of Consolidated Cash Flows
4
Notes to Unaudited Consolidated Financial Statements
5-18

Information contained in the documents incorporated by reference other than information
listed in the table above is for information purposes only.
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GENERAL DESCRIPTION OF THE NOTES
This summary must be read as an introduction to this Prospectus and any decision to
exchange Existing Notes for the Notes should be based on a consideration of the Prospectus as
a whole, including the documents incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere
in this Prospectus have the same meanings in this summary.
The Issuer:
United Parcel Service, Inc.
Fiscal Agent and
Citibank, N.A.
Principal Paying Agent
and Agent Bank:
Other Paying Agents:
Fortis Banque Luxembourg S.A.
The Notes:
£ 454,650,000 5.125 per cent. Notes due February 2050
Issue Price:
99.338 per cent. of the principal amount of the Notes.
Issue Date:
16 May 2007.
Use of Proceeds:
See "Use of Proceeds".
Interest:
The Notes will bear interest from 16 May 2007 at a rate of
5.125 per cent. per annum payable semi-annually in arrear on 12
February and 12 August in each year commencing 12 August
2007.
Status:
The Notes will be unsecured (subject to the limitations on
secured indebtedness as provided in Condition 7 (Limitation on
Secured Indebtedness; Limitation on Sale and Leaseback
Transactions)) and unsubordinated and will rank pari passu with
all other unsecured and unsubordinated indebtedness of the
Issuer (subject to such mandatory exceptions as are from time to
time applicable under U.S. law and New York law).
Form and Denomination: The Notes will be issued in bearer form in the denomination of
£50,000.
Final Redemption:
12 February 2050
Redemption:
The Notes cannot be redeemed prior to their stated maturity
other than at par for certain tax reasons or following an event of
default or at the option of the Issuer at the Early Redemption
Amount (as defined in the Terms and Conditions).
Tax Redemption:
The Notes are subject to redemption at the option of the Issuer,
in whole but not in part at par if certain events occur involving
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United States withholding taxes or information reporting
requirements. (See "Terms and Conditions of the Notes--
Condition 4(b) (Redemption for tax reasons) and Condition 6
(Payment of Additional Amounts)).
Negative Pledge:
There are certain restrictions on the ability of the Issuer to issue
secured debt so long as any of the Notes remains outstanding.
See "Terms and Conditions of the Notes--Condition 7
(Limitation on Secured Indebtedness; Limitation on Sale and
Leaseback Transactions)".
Rating:
The Notes are expected to be rated Aaa by Moody's Investors
Service Limited ("Moody's") and AAA by Standard & Poor's
Rating Services, a division of McGraw Hill Companies Inc.
("S&P").
Withholding Tax:
All payments with respect to principal and interest on the Notes
will be made without withholding or deduction for or on account
of any taxes or other charges imposed by any governmental
authority or agency in the United States, except as provided in
Condition 5(c) (Payments subject to fiscal laws) and Condition 6
(Payment of Additional Amounts).
Governing Law:
The Notes and the Agency Agreement will be governed by, and
construed in accordance with, the laws of the State of New
York, United States of America, without regard to its conflict of
laws provisions.
Listing and Trading:
Applications have been made for the Notes to be admitted to
listing on the official list and trading on the Luxembourg Stock
Exchange's regulated market.
Clearing Systems:
Euroclear/Clearstream, Luxembourg.
Risk Factors:
Investing in the Notes involves risks. See "Risk Factors".

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RISK FACTORS
Prospective investors should read the entire Prospectus. Words and expressions defined in the
"Terms and Conditions of the Notes" below or elsewhere in this Prospectus have the same
meanings in this section. Investing in the Notes involves certain risks. Prospective investors
should consider, among other things, the following:
Risks Relating To The Issuer

The effect of general economic and other conditions in the markets in which we
operate, both in the United States and internationally. Our operations in international
markets are also affected by currency exchange and inflation risks.

The impact of competition on a local, regional, national, and international basis. Our
competitors include the postal services of the U.S. and other nations, various motor
carriers, express companies, freight forwarders, air couriers and others. Our industry
is undergoing rapid consolidation, and the combining entities are competing
aggressively for business.

The impact of complex and stringent aviation, transportation, environmental, labour,
employment and other governmental laws and regulations, and the impact of new laws
and regulations that may result from increased security concerns following the events
of 11 September 2001. Our failure to comply with applicable laws, ordinances or
regulations could result in substantial fines or possible revocation of our authority to
conduct our operations.

Strikes, work stoppages and slowdowns by our employees. Such actions may affect
our ability to meet our customers needs, and customers may do more business with
competitors if they believe that such actions may adversely affect our ability to
provide service. We may face permanent loss of customers if we are unable to
provide uninterrupted service. The terms of future collective bargaining agreements
also may affect our competitive position and results of operations.

Possible disruption of supplies, or an increase in the prices, of gasoline, diesel and jet
fuel for our aircraft and delivery vehicles as a result of war or other factors. We
require significant quantities of fuel and are exposed to the commodity price risk
associated with variations in the market price for petroleum products.

Cyclical and seasonal fluctuations in our operating results due to decreased demand
for our services.
Risk Relating To The Notes
There is no active trading market for the Notes
The Notes are new securities which may not be widely distributed and for which there is
currently no active trading market. If the Notes are traded after their initial issuance, they
may trade at a discount to their initial offering price, depending upon prevailing interest rates,
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the market for similar securities, general economic conditions and the financial condition of
the Issuer. Although application has been made for the Notes to be admitted to listing on the
official list and trading on the Luxembourg Stock Exchange's regulated market, there is no
assurance that such application will be accepted or that an active trading market will develop.
Accordingly, there is no assurance as to the development or liquidity of any trading market
for the Notes.
Many Factors Affect the Trading Market and Value of the Notes
Many factors independent of the Issuer's creditworthiness may affect the trading market for,
and trading value of, the Notes. These factors include: the time remaining to the maturity of
the Notes; the outstanding amount of the Notes; and the level, direction and volatility of
market interest rates generally. There may be a limited number of buyers when an investor
decides to sell the Notes. This may affect the price such investor receives for the Notes or its
ability to sell the Notes at all. Prospective investors should not purchase the Notes unless they
understand and know that they can bear the related investment risks.
The Notes may be redeemed prior to maturity
In the event that the Issuer would be obliged to increase the amounts payable in respect of any
Notes due to any withholding or deduction for or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or on behalf of United States of America or any political subdivision
thereof or any authority therein or thereof having power to tax, the Issuer may redeem all
outstanding Notes in accordance with the Conditions.
In addition the Conditions provide that the Notes are redeemable at the Issuer's option in
certain other circumstances and accordingly the Issuer may choose to redeem the Notes at
times when prevailing interest rates may be relatively low. In such circumstances an investor
may not be able to reinvest the redemption proceeds in a comparable security at an effective
interest rate as high as that of the Notes.
Because the Global Notes are held by or on behalf of Euroclear and Clearstream,
Luxembourg, investors will have to rely on their procedures for transfer, payment and
communication with the Issuer.
Form of Notes
The Notes will be represented by the Global Notes except in certain limited circumstances
described in the Permanent Global Note. The Global Notes will be deposited with a common
depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited
circumstances described in the Permanent Global Note, investors will not be entitled to
receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of
the beneficial interests in the Global Notes. While the Notes are represented by the Global
Notes, investors will be able to trade their beneficial interests only through Euroclear and
Clearstream, Luxembourg.
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