Obligation United Parcel Delivery 4.45% ( US911312BY18 ) en USD

United Parcel Delivery

100 % ▲

Etas-Unis

US911312BY18 ( en USD )

4.45% par an ( paiement semestriel )

31/03/2030

Prospectus brochure de l'obligation United Parcel Service US911312BY18 en USD 4.45%, échéance 31/03/2030

1 000 USD

750 000 000 USD

911312BY1

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/10/2025 ( Dans 145 jours )

United Parcel Service (UPS) est une société multinationale américaine de livraison de colis et de fret, offrant une large gamme de services logistiques à travers le monde.

L'obligation US911312BY18 émise par United Parcel Service (CUSIP : 911312BY1), d'une valeur nominale totale de 750 000 000 USD, échéant le 31 mars 2030, offre un taux d'intérêt de 4,45%, avec des paiements semestriels, est actuellement négociée à 100% de sa valeur nominale, a une taille minimale d'achat de 1000 USD et est notée A- par Standard & Poor's et A2 par Moody's.

424B5
424B5 1 d898496d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-234175
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)
3.900% Senior Notes due 2025

$1,000,000,000

99.895%

$998,950,000

$129,663.71
4.450% Senior Notes due 2030

$750,000,000

99.623%

$747,172,500

$96,982.99
5.200% Senior Notes due 2040

$500,000,000

99.519%

$497,595,000

$64,587.83
5.300% Senior Notes due 2050

$1,250,000,000

99.418%

$1,242,725,000

$161,305.71

(1)
Pursuant to Rule 457(r) and Rule 456(b) under the Securities Act of 1933, as amended, the total registration fee for this offering is $452,540.24.
Table of Contents

PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 11, 2019

UNITED PARCEL SERVICE, INC.
$1,000,000,000 3.900% Senior Notes due 2025
$750,000,000 4.450% Senior Notes due 2030
$500,000,000 5.200% Senior Notes due 2040
$1,250,000,000 5.300% Senior Notes due 2050
We are offering $1,000,000,000 of 3.900% Senior Notes due 2025 (the "2025 Notes"), $750,000,000 of 4.450% Senior Notes due 2030 (the "2030
Notes"), $500,000,000 of 5.200% Senior Notes due 2040 (the "2040 Notes") and $1,250,000,000 of 5.300% Senior Notes due 2050 (the "2050 Notes"). The 2025
Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes are collectively referred to herein as the "notes."
We will pay interest on each series of the notes on April 1 and October 1 of each year, beginning October 1, 2020. The 2025 Notes will bear interest at the
rate of 3.900% per annum, the 2030 Notes will bear interest at the rate of 4.450% per annum, the 2040 Notes will bear interest at the rate of 5.200% per annum and the
2050 Notes will bear interest at the rate of 5.300% per annum. The 2025 Notes will mature on April 1, 2025, the 2030 Notes will mature on April 1, 2030, the 2040
Notes will mature on April 1, 2040 and the 2050 Notes will mature on April 1, 2050.
We may redeem some or all of each series of the notes at the times and 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 of each series 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 any series of notes.
Investing in the notes involves risk. See "Risk Factors" on page S-3 of this prospectus supplement for a discussion of certain risks that should be
considered in connection with an investment in the notes as well as the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019,
which is 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 Public
Underwriting
Proceeds, Before

(1)

Discount

Expenses, to us (1)
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Per 2025 Note

99.895%

0.350%

99.545%
Per 2030 Note

99.623%

0.450%

99.173%
Per 2040 Note

99.519%

0.750%

98.769%
Per 2050 Note

99.418%

0.875%

98.543%
Total

$3,486,442,500
$ 21,562,500
$
3,464,880,000

(1)
Plus accrued interest from March 24, 2020, 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 March 24, 2020.

Joint Book-Running Managers

BofA Securities

Citigroup

J.P. Morgan

Wells Fargo Securities
Barclays

BNP PARIBAS

Goldman Sachs & Co. LLC

Morgan Stanley

Co-Managers

SOCIETE GENERALE

US Bancorp
BNY Mellon Capital Markets, LLC
Fifth Third Securities
HSBC
Mizuho
MUFG
Standard Chartered Bank

Securities

TD Securities
UBS Investment Bank

ANZ Securities

CastleOak Securities, L.P.

Siebert Williams Shank
The date of this prospectus supplement is March 19, 2020
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
Risk Factors
S-3
Use of Proceeds
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-20
Incorporation of Certain Documents by Reference
S-20
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
Description of the Debt Securities

5
Description of the Preferred Stock

21
Description of the Common Stock

22
Description of the Warrants

23
Validity of the Securities

25
Experts

25
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It is expected that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of this
prospectus supplement, which is the third business day following the date of pricing of the notes (this settlement cycle being referred to as "T+3"). You
should note that trading of the notes on and after the date of pricing may be affected by the T+3 settlement. See "Underwriting."

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 of notes.
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 this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Before deciding whether to purchase 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 and
under the heading "Where You Can Find More Information" in the accompanying prospectus.
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 a premier provider of global supply chain management solutions. The global
market for these services includes transportation, distribution, contract logistics, ground freight, ocean freight, air freight, customs brokerage, insurance and
financing.
We operate one of the largest airlines in the world, as well as the world's largest fleet of alternative-powered vehicles. We deliver packages
each business day for 1.6 million shipping customers to 9.9 million delivery customers in over 220 countries and territories. In 2019, we delivered an
average of 21.9 million pieces per day, or a total of 5.5 billion packages. Total revenue in 2019 was $74.094 billion.
We have three reporting 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
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein 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 terms, are intended to be forward-looking statements. Forward-looking statements are made subject to the safe harbor protections 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
and therein contain 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.
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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, 2019, such as disruptions to our business and operations
resulting from epidemics or pandemics. Such risks and uncertainties are currently amplified by and may continue to be amplified by the coronavirus
(COVID-19) pandemic and its potential impact on the global economy and our business, financial position and results of operations. 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
RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks described below
and under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Incorporation of Certain Documents by Reference" in
this prospectus supplement and "Where You Can Find More Information" in the accompanying prospectus.
Active trading markets for the notes do not exist and may not develop.
There are no established trading markets for the notes since they will be new issues of securities. We do not intend to apply for the listing of
the notes on any securities exchange. We cannot assure you as to the liquidity of the public markets for the notes or that any active public markets for the
notes of any series will develop or continue. If active public markets do not develop or continue, the market prices and liquidity of the notes may be
adversely affected.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices of the notes will depend on many factors, including, but not limited to, the following:

·
ratings on our debt securities assigned by rating agencies;

·
the time remaining until maturity of the notes;

·
the prevailing interest rates being paid by other companies similar to us;

·
our results of operations, financial condition and prospects; and

·
the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which
could have an adverse effect on the market prices of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings assigned to
us or our debt securities could have an adverse effect on the market prices of the notes.
Ratings of the notes could be lowered in the future.
The rating of the notes will be based primarily on the rating organization's assessment of the likelihood of timely payment of interest when due
on the notes and the ultimate payment of principal of the notes on the final maturity date. Consequently, real or anticipated changes in our credit ratings will
generally affect the market value of the notes. We expect that the notes will be rated "investment grade" by one or more nationally recognized statistical
rating organizations. However, a rating organization may lower our rating or decide not to rate our securities in its sole discretion. A rating is not a
recommendation to purchase, hold or sell the notes, since a rating does not predict the market price of a particular security or its suitability for a particular
investor.

S-3
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USE OF PROCEEDS
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We estimate that the net proceeds to us from this offering will be approximately $3.461 billion, after deducting underwriting discounts and
commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to repay our outstanding $424 million
aggregate principal amount of 8.375% Debentures due 2020 (the "2020 Debentures") and 500 million aggregate principal amount of Floating Rate Senior
Notes due 2020, to repay commercial paper and for general corporate purposes. The 2020 Debentures accrue interest at a rate equal to 8.375% per annum,
and mature on April 1, 2020. The Floating Rate Senior Notes due 2020 accrue interest at a rate equal to three-month EURIBOR plus 43 basis points per
annum, and mature on July 15, 2020. Our outstanding U.S. commercial paper had an average interest rate of 1.90% and an average remaining maturity of
approximately 28 days as of December 31, 2019. Pending such use of the net proceeds, we may invest the proceeds in highly liquid short-term securities.
Certain of the underwriters and/or their respective affiliates may hold 2020 Debentures or Floating Rate Senior Notes due 2020, and
underwriters or their affiliates may receive a portion of the proceeds of this offering as a result.

S-4
Table of Contents
CAPITALIZATION
The table below sets forth our consolidated capitalization as of December 31, 2019 on an actual basis and as adjusted to give effect to the
issuance of the notes and the application of the net proceeds from the sale of the notes. See "Use of Proceeds."
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 December 31, 2019

Actual
As Adjusted

(amounts in millions)

Cash and Short-Term Investments

Cash and Cash Equivalents

$ 5,238
$
6,840
Marketable Securities

503

503

Total Cash and Marketable Securities

$ 5,741
$
7,343

Debt Included in Current Liabilities:

Current Maturities of Long-Term Debt and Commercial Paper

$ 3,420
$
1,561
Debt Included in Long-Term Liabilities:

Long-Term Debt, excluding Current Installments

21,818

25,318

Total Debt

$25,238
$
26,879
Shareowners' Equity

3,283

3,283

Total Debt and Shareowners' Equity

$28,521
$
30,162

S-5
Table of Contents
DESCRIPTION OF THE NOTES
We are offering $1,000,000,000 aggregate principal amount of our 3.900% Senior Notes due 2025, $750,000,000 aggregate principal amount
of our 4.450% Senior Notes due 2030, $500,000,000 aggregate principal amount of our 5.200% Senior Notes due 2040 and $1,250,000,000 aggregate
principal amount of our 5.300% Senior Notes due 2050. The 2025 Notes, the 2030 Notes, the 2040 Notes and the 2050 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 notes:
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·
will be in an aggregate initial principal amount of $1,000,000,000, in the case of the 2025 Notes, $750,000,000, in the case of the

2030 Notes, $500,000,000, in the case of the 2040 Notes, and $1,250,000,000, in the case of the 2050 Notes, subject, in each case, to
our ability to issue additional notes which may be of the same series as such notes as described under "--Further Issues,"

·
will mature on April 1, 2025, in the case of the 2025 Notes, April 1, 2030, in the case of the 2030 Notes, April 1, 2040, in the case of

the 2040 Notes, and April 1, 2050, in the case of the 2050 Notes,

·
will bear interest at a rate of 3.900% per annum, in the case of the 2025 Notes, 4.450% per annum, in the case of the 2030 Notes,

5.200% per annum, in the case of the 2040 Notes, and 5.300% per annum, in the case of the 2050 Notes,

·
will be our unsecured and unsubordinated obligations, ranking equally with our other present and future outstanding unsecured and

unsubordinated indebtedness,

·
will be issued as three separate series under the indenture, in registered, book-entry form only,

·
will be issued in U.S. dollars in denominations of $2,000 and integral multiples of $1,000 in excess thereof,

·
will be redeemable by us prior to the stated maturity at the times and prices described herein, and

·
will not be subject to any sinking fund.
In some circumstances, we may elect to discharge our obligations on the notes through satisfaction and discharge, defeasance or covenant
defeasance. See "Description of the Debt Securities--Defeasance and Covenant Defeasance" and "--Defeasance and Discharge" 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."
Optional Redemption
Each series of notes will be redeemable at any time prior to the applicable Par Call Date (as defined below), as a whole or in part, at our
option, on at least 10 days', but not more than 60 days', prior notice mailed

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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 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 such series of 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 the notes,
plus accrued and unpaid interest to the date of redemption. The discount rate for each series of notes will be the Treasury Rate (as defined below) plus 50
basis points.
Each series of notes will be redeemable at any time on or after the applicable Par Call Date, as a whole or in part, at our option, on at least 10
days', but not more than 60 days', prior notice mailed to the registered address of each holder of the series of 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 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
(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 , March 1, 2025, in the case of the 2025 Notes (one month prior to maturity), January 1, 2030, in the case of the 2030
Notes (three months prior to maturity), October 1, 2039, in the case of the 2040 Notes (six months prior to maturity), and October 1, 2049, in the case of
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the 2050 Notes (six months prior to maturity).
"Reference Treasury Dealer" means each of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells
Fargo 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 applicable 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 applicable series of notes to be redeemed on the redemption date is deposited with
the trustee or paying agent on or before the redemption date and certain

S-7
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other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such notes called for redemption.
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 through satisfaction and discharge, defeasance or covenant
defeasance. See "Description of the Debt Securities--Defeasance and Covenant Defeasance" and "--Defeasance and Discharge" 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 the applicable series of notes, create and issue further
notes of any series. Such further notes may be consolidated and form a single series with such 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 will 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 required to accelerate the recognition of any item of gross income with respect to the notes as a result of such income being

recognized on an applicable financial statement;

·
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 a note, 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;

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·
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. 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 of interest 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

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those payments if it fails to provide its accurate taxpayer identification number to us or our paying agent in the manner required, 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
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 under the portfolio interest exemption,
provided that:

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·
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 a properly completed and executed 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 do not qualify for the portfolio interest exemption described above and the interest is not effectively connected with your conduct of a
trade or business within the United States (as discussed below under "U.S. Federal Income Tax"), payments of interest made to you will be subject to U.S.
federal withholding tax at a rate of 30% (or lower applicable treaty rate).
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 you will be exempt from the 30% withholding tax, provided you comply with certain certification requirements) 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 connected 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 States), in which case if you are a foreign corporation the branch profits tax
described above may also apply; or

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·
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 available to the tax
authorities in the country in which you reside under the provisions of an applicable income tax treaty.
In general, you will not be subject to backup withholding with respect to payments of interest on a note, provided that we do not have actual
knowledge or reason to know that you are a United States person, as defined under the Code, and the certification requirements described in the last bullet
point under "--U.S. Federal Withholding Tax" above have been met.
In general, you will be subject to information reporting, and possibly backup withholding, with respect to the proceeds of the sale of a note
within the United States or conducted through certain U.S.-related financial intermediaries, unless (i) the certification requirements described above have
been met and the payor does not have actual knowledge or reason to know that you are a United States person, as defined under the Code, or (ii) you
otherwise establish an exemption.
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