Item 8.01.  Other Events.

On March 19, 2020, the Company entered into an agreement (the "Underwriting Agreement") with the underwriters listed on Schedule II thereto (the "Underwriters"), whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, $1,000,000,000 principal amount of 3.900% Senior Notes due 2025, $750,000,000 principal amount of 4.450% Senior Notes due 2030, $500,000,000 principal amount of 5.200% Senior Notes due 2040, and $1,250,000,000 principal amount of 5.300% Senior Notes due 2050 (the "Transaction").

The Company intends to use the net proceeds of the Transaction to repay $424 million aggregate principal amount of the Company's 8.375% Debentures due 2020, to repay €500 million aggregate principal amount of the Company's Floating Rate Senior Notes due 2020, to repay commercial paper and for general corporate purposes. Pending such uses of the net proceeds, the Company may invest the proceeds in highly liquid short-term securities.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

The Company is filing this Current Report on Form 8-K in order to file with the Securities and Exchange Commission certain items related to the Transaction that are to be incorporated by reference into its Registration Statement on Form S-3ASR (Registration No. 333-234175).

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 1.1   Underwriting Agreement

 4.1   Form of 3.900% Senior Notes due 2025

 4.2   Form of 4.450% Senior Notes due 2030

 4.3   Form of 5.200% Senior Notes due 2040

 4.4   Form of 5.300% Senior Notes due 2050

 5.1   Opinion of King & Spalding LLP

23.1   Consent of King & Spalding LLP (included in Exhibit 5.1)

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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