Bond United Parcel Delivery 3.125% ( US911312AM88 ) in USD

Issuer United Parcel Delivery
Market price 100 %  ▼ 
Country  United States
ISIN code  US911312AM88 ( in USD )
Interest rate 3.125% per year ( payment 2 times a year)
Maturity 15/01/2021 - Bond has expired



Prospectus brochure of the bond United Parcel Service US911312AM88 in USD 3.125%, expired


Minimal amount 1 000 USD
Total amount 1 500 000 000 USD
Cusip 911312AM8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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.

United Parcel Service (US911312AM88, CUSIP 911312AM8) issued a USD 1,500,000,000 bond with a 3.125% coupon, a minimum purchase size of USD 1,000, maturing on January 15, 2021, which has since reached maturity and been redeemed at 100%.







Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents

CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed Maximum
Amount of
Offering Price
Aggregate Offering
Registration Fee


Amount to be Registered

Per Unit

Price

(1)
3.125% Senior Notes
Due 2021

$1,500,000,000

99.330%

$1,489,950,000

$106,233.44
4.875% Senior Notes
Due 2040

$ 500,000,000

98.557%

$ 492,785,000

$ 35,135.58

(1)Calculated in accordance with Rule 457(r) of the Securities Act and Rule 456(b) under the Securities Act.
Table of Contents


FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NO: 333-170435
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED NOVEMBER 8, 2010
$2,000,000,000
UNITED PARCEL SERVICE, INC.
3.125% Senior Notes due January 15, 2021
4.875% Senior Notes due November 15, 2040
We are offering $1,500,000,000 of 3.125% Senior Notes due January 15, 2021, which we refer to as the "2021 Notes" and $500,000,000 of
4.875% Senior Notes due November 15, 2040, which we refer to as the "2040 Notes." We refer to the 2021 Notes and the 2040 Notes collectively
as the "notes."
We will pay interest on the 2021 Notes on January 15 and July 15 of each year beginning July 15, 2011. We will pay interest on the 2040
Notes on November 15 and May 15 of each year beginning on May 15, 2011. The 2021 Notes will bear interest at a rate of 3.125% per year, and
the 2040 Notes will bear interest at a rate of 4.875% per year. 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 and will rank equally with our existing and future unsecured and unsubordinated debt.
The notes will not be listed on any securities exchange. There is currently no public market for the notes of either series.

Underwriting
Proceeds
Price to
Discounts and
(Before Expenses)


the Public


Commissions
to UPS

Per 2021 Note


99.330%

0.450%

98.880%
Per 2040 Note


98.557%

0.875%

97.682%
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
Combined Total

$1,982,735,000
$
11,125,000
$
1,971,610,000
Interest on the notes will accrue from November 12, 2010.
Investing in the notes involves risk. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009, which is
incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission (the "SEC") 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.
Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the benefit
of its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"), on or about November 12, 2010.


Joint Book-Running Managers (2021 Notes)

J.P. MORGAN

MORGAN STANLEY

BARCLAYS CAPITAL

BNP PARIBAS
BOFA MERRILL LYNCH

CITI

UBS INVESTMENT BANK
Joint Book-Running Managers (2040 Notes)
J.P. MORGAN

MORGAN STANLEY

GOLDMAN, SACHS & CO.
Senior Co-Managers

RBS

WELLS FARGO SECURITIES
Co-Managers


BANCA IMI

CASTLEOAK SECURITIES, L.P.

HSBC

ING
MITSUBISHI UFJ SECURITIES
RAMIREZ & CO., INC.

SOCIETE GENERALE
STANDARD CHARTERED BANK

US BANCORP
THE WILLIAMS CAPITAL GROUP, L.P.
The date of this prospectus supplement is November 8, 2010
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 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-1
Use of Proceeds
S-2
Capitalization
S-3
Description of the Notes
S-3
Certain U.S. Federal Income Tax Consequences
S-6
Underwriting
S-10
Validity of the Notes
S-13
Incorporation of Certain Documents by Reference
S-14
Prospectus

Page
About This Prospectus

1
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
Description of UPS

2
Where You Can Find More Information

3
Cautionary Note Regarding Forward-Looking Statements

4
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of the Debt Securities

5
Description of the Preferred Stock

20
Description of the Common Stock

21
Description of the Warrants

23
Validity of the Securities

25
Experts

25

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 are the world's largest package delivery company, a leader in the U.S. less-than-truckload industry, and a global leader in supply chain
management. We were founded in 1907 as a private messenger and delivery service in Seattle, Washington. Today, we deliver packages each
business day for 1.8 million shipping customers to 6.1 million consignees in over 200 countries and territories. In 2009, we delivered an average of
15.1 million pieces per day worldwide, or a total of 3.8 billion packages. Total revenue in 2009 was $45.3 billion.
Our primary business is the time-definite delivery of packages and documents worldwide. The UPS service portfolio also includes global
supply chain services and less-than-truckload transportation, primarily in the U.S. We report our operations in three segments: U.S. Domestic
Package operations, International Package operations, and Supply Chain & Freight operations.


·
U.S. Domestic Package operations include the time-definite delivery of letters, documents, and packages throughout the United States.

·
International Package operations encompass delivery of letters, documents, and packages to more than 200 countries and territories

worldwide, including shipments wholly outside the United States, as well as shipments from or to the United States with another
country as the destination or origin point.

·
Supply Chain & Freight is comprised of our forwarding and logistics operations, UPS Freight, and other related businesses. Our
forwarding and logistics business provides services in more than 175 countries and territories worldwide, and includes supply chain

design and management, freight distribution, customs brokerage, mail and consulting services. UPS Freight offers a variety of less-
than-truckload and truckload services to customers in North America. Other business units within this segment include Mail Boxes,
Etc. (the franchisor of Mail Boxes, Etc. and The UPS Store) and UPS Capital.
Our principal executive office is located at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328, telephone (404) 828-6000.
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

http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
S-1
Table of Contents
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, 2009, which is 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.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $1,969,550,000, after deducting underwriting discounts and
commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering, together with $1,200,000,000 of
cash on hand, to make early contributions to certain of our primary domestic pension plans that are otherwise payable over the next five years.
Pending such use of the net proceeds, we may invest the proceeds in highly liquid short-term securities.

S-2
Table of Contents

CAPITALIZATION
The table below sets forth our consolidated capitalization as of September 30, 2010 on an actual basis and as adjusted to give effect to the
issuance of the notes offered hereby 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 accompanying prospectus.



As of September 30, 2010



Actual
As Adjusted


(amounts in millions)

Cash and Short-Term Investments:


Cash and Cash Equivalents

$ 3,020
$
3,020
Marketable Securities


732

732








Total Cash and Marketable Securities

$ 3,752
$
3,752








Non-Current Pension and Postretirement Benefit Obligation

$ 4,850
$
2,880








Debt Included in Current Liabilities:


Current maturities of Long-Term Debt and Commercial Paper

$
994
$
994
Debt Included in Long-Term Liabilities:


Long-Term Debt, excluding Current Installments


8,648

10,620








Total Debt

$ 9,642
$
11,614
Shareowners' Equity


8,526

8,526








Total Debt and Shareowners' Equity

$ 18,168
$
20,140








http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
DESCRIPTION OF THE NOTES
We are offering $1,500,000,000 aggregate principal amount of our 3.125% Senior Notes due January 15, 2021 and $500,000,000 aggregate
principal amount of our 4.875% Senior Notes due November 15, 2040. The 2021 and 2040 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.
Each series of notes will be issued under the indenture dated as of August 26, 2003 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 2021 Notes will mature on January 15, 2021, and will bear interest at a rate of 3.125% per annum from November 12, 2010, 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 January 1 and July 1 immediately preceding the interest payment date on January 15 and July 15 of each year, commencing July 15, 2011.
The 2040 Notes will mature on November 15, 2040, and will bear interest at a rate of 4.875% per annum from November 12, 2010, 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 November 1 and May 1 immediately preceding the interest payment date on November 15 and May 15 of each year, commencing May 15,
2011.

S-3
Table of Contents

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.
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.
Additional Notes
We may issue additional notes that will be included in the series of the 2021 Notes or the 2040 Notes without the consent of the holders of
those notes. Any additional notes, together with all other outstanding notes of that series, will be fungible for U.S. federal income tax purposes,
will constitute a single series of debt securities under the indenture and will rank equally in all respects.
Optional Redemption
We may, at our option, at any time and from time to time redeem all or any portion of the notes on not less than 30 nor more than 60 days'
prior notice mailed to the holders of the notes to be redeemed. Prior to January 15, 2021 in the case of the 2021 Notes and prior to May 15, 2040 in
the case of the 2040 Notes, the notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of the notes
to be redeemed or (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 after the related redemption date but for such redemption (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 2021 Notes will be the Treasury
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
Rate plus 10 basis points, and the discount rate for the 2040 Notes will be the Treasury Rate plus 15 basis points.
On or after May 15, 2040, the 2040 Notes will be redeemable at a redemption price equal to 100% of the principal amount of the notes to be
redeemed plus in each case accrued interest to the date of redemption.
"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.

S-4
Table of Contents

"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.
"Reference Treasury Dealer" means J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated and their respective successors and
two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by us, 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.
On and after any redemption date, interest will cease to accrue on the notes called for redemption. Prior to any redemption date, we are
required to deposit with a paying agent money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on the
redemption date. If we are redeeming less than all the notes of a series, the trustee under the indenture must select the notes to be redeemed by such
method as the trustee deems fair and appropriate in accordance with methods generally used at the time of selection by fiduciaries in similar
circumstances.
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.

S-5
Table of Contents

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain U.S. federal income and estate tax consequences to you of the purchase, beneficial ownership and
disposition of notes as of the date hereof. This summary deals only with holders that purchase notes in the initial offering at the issue price (i.e., the
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
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;


·
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:


·
a citizen or resident of the United States;

·
a corporation (or other entity classified as a corporation) 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

·
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.

S-6
Table of Contents

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 of Interest
In general, interest on the notes will be taxable to you as ordinary income at the time it is received by you or accrued, in accordance with
your regular method of accounting for U.S. federal income tax purposes.
Sale, Exchange, Retirement or Other Taxable Disposition of the Notes
On the sale, exchange, retirement or other taxable disposition of a note:

http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
·
you will generally recognize taxable gain or loss equal to the difference between (i) the amount of the cash and the fair market value of
any property received by you on such sale, exchange, retirement or other disposition (except to the extent the amount is attributable to

accrued interest income not previously included in income, which will be taxable as ordinary income) and (ii) your adjusted tax basis in
the note;

·
your adjusted tax basis in the note will generally be equal to your cost for the note, reduced by any principal payments you previously

received in respect of the note; and

·
your gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if you held the note for more than one

year at the time of such sale, exchange, retirement or other disposition. Long-term capital gains of non-corporate taxpayers are eligible
for reduced rates of taxation. The deductibility of capital losses is subject to limitations.
Additional Tax on Net Investment Income
For taxable years beginning after December 31, 2012, non-corporate U.S. persons generally will be subject to a 3.8% tax on the lesser of
(1) the U.S. person's "net investment income" for the relevant taxable year and (2) the excess of the U.S. person's modified adjusted gross income
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 income or 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 made 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, 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. Non-corporate U.S. holders may also 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.

S-7
Table of Contents

Non-U.S. Holders
U.S. Federal Withholding Tax
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;


·
you are not a controlled foreign corporation that is related to us through stock ownership;


·
you are not a bank whose receipt of interest on the notes is described in section 881(c)(3)(A) of the Code;


·
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 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 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
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
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 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

·
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.

S-8
Table of Contents

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.
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.

S-9
Table of Contents

UNDERWRITING
We intend to offer the notes through the underwriters. J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated are acting as
representatives of the underwriters named below. Subject to the terms and conditions contained in an underwriting agreement between us and the
underwriters, we have agreed to sell to the underwriters and the underwriters severally have agreed to purchase from us, the principal amount of the
notes listed opposite their names below.

Principal
Principal
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Prospectus Supplement
Amount of
Amount of
Underwriter

2021 Notes

2040 Notes
J.P. Morgan Securities LLC

$
106,500,000
$ 142,300,000
Morgan Stanley & Co. Incorporated


106,500,000
142,300,000
Barclays Capital Inc.


185,400,000

--
BNP Paribas Securities Corp.


185,400,000

--
Citigroup Global Markets Inc.


185,400,000

--
Goldman, Sachs & Co.


--
95,400,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated


185,400,000

--
UBS Securities LLC


185,400,000

--
RBS Securities Inc.


67,500,000
22,500,000
Wells Fargo Securities, LLC


67,500,000
22,500,000
Banca IMI S.p.A.


22,500,000

7,500,000
CastleOak Securities, L.P.


22,500,000

7,500,000
HSBC Securities (USA) Inc.


22,500,000

7,500,000
ING Financial Markets LLC


22,500,000

7,500,000
Mitsubishi UFJ Securities (USA), Inc.


22,500,000

7,500,000
Samuel A. Ramirez & Company, Inc.


22,500,000

7,500,000
SG Americas Securities, LLC


22,500,000

7,500,000
Standard Chartered Bank


22,500,000

7,500,000
U.S. Bancorp Investments, Inc.


22,500,000

7,500,000
The Williams Capital Group, L.P.


22,500,000

7,500,000








Total

$ 1,500,000,000
$ 500,000,000








The underwriters have agreed to purchase all of the notes sold pursuant to the underwriting agreement if any of these notes are purchased. If
an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased
or the underwriting agreement may be terminated.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments the several underwriters may be required to make in respect of those liabilities.
The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of the notes, and other conditions contained in the underwriting agreement, such as the receipt by the
underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and
to reject orders in whole or in part.
Standard Chartered Bank and Banca IMI S.p.A. will not effect any offers or sales of any notes in the United States unless it is through one or
more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.

S-10
Table of Contents

Commissions and Discounts
The underwriters have advised us that they propose initially to offer the notes to the public at the public offering prices on the cover page of
this prospectus, and may offer the notes to dealers at that price less a concession not in excess of 0.30% of the principal amount of the 2021 Notes
and 0.50% of the principal amount of the 2040 Notes. The underwriters may allow, and the dealers may reallow, a discount not in excess of 0.20%
of the principal amount of the 2021 Notes and 0.25% of the principal amount of the 2040 Notes to the other dealers. After the initial public
offering, the public offering prices, concessions and discounts may be changed.
The expenses of the offering, not including the underwriting discount, are estimated to be $2,060,000 and are payable by us.
New Issues of Notes
The notes are new issues of securities with no established trading market. We do not intend to apply for listing of the notes on any national
securities exchange or for quotation of the notes on any automated dealer quotation system. We have been advised by the underwriters that they
presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the notes or that
active public markets for the notes will develop. If active public trading markets for the notes do not develop, the market prices and liquidity of the
notes may be adversely affected.
http://www.sec.gov/Archives/edgar/data/1090727/000119312510254137/d424b5.htm#tx116535_7[11/10/2010 12:41:19 PM]


Document Outline