Item 1.02 Termination of a Material Definitive Agreement.

On March 19, 2012, United Parcel Service, Inc. (the "Company") and TNT Express N.V. ("TNT Express") entered into a Merger Protocol agreement (the "Merger Protocol") providing for the merger with TNT Express by the Company by way of a recommended all-cash public offer of €9.50 for each of the issued and outstanding ordinary shares of TNT Express (the "Offer"). On June 21, 2012, the Company launched the Offer and issued an offer memorandum (the "Offer Memorandum") setting forth the terms and conditions in relation to the Offer. Under the Merger Protocol and the Offer Memorandum, the Offer was conditional upon certain conditions, including competition clearance by the European Commission.

On January 11, 2013, the European Commission informed the Company and TNT Express that it was working on a decision to prohibit the Company's proposed acquisition of TNT Express. Accordingly, the Company and TNT Express jointly entered into a termination agreement on January 22, 2013 (the "Termination Agreement"). Under the Termination Agreement, which will supersede and replace all previous understandings and agreements between the parties, UPS expects to announce the withdrawal of the Offer on or one business day after the date the European Commission issues a formal decision to prohibit UPS's proposed acquisition of TNT Express (the "Termination Date"), and the Merger Protocol will terminate. In addition, the Termination Agreement provides that within ten business days of the Termination Date, the Company will pay a termination fee of €200 million in cash to TNT Express (the "Termination Fee"). The Termination Agreement also contains certain agreements between the Company and TNT Express with respect to the full and final discharge of claims, the treatment of confidential and privileged information, costs, and the non-solicitation of employees.

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