Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.02 by reference

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

On February 17, 2023, the Company entered into a $3.5 billion five-year revolving credit facility (the "2023 Facility") with JPMorgan Chase Bank, N.A., as agent, Citibank, N.A., as syndication agent, and the lenders named therein. The 2023 Facility expires in February, 2028 and replaces a similar $3.5 billion five-year revolving credit facility dated May 23, 2018 among the Company, JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto, which was terminated on February 17, 2023. There are no outstanding loans or letters of credit under the 2023 Facility. The Company has not incurred any borrowings under this or prior similar facilities, and has no current intention to do so. The 2023 Facility supports general corporate purposes, including commercial paper borrowings.

The 2023 Facility is unsecured and may be accessed under various interest rate alternatives, at the Company's option. The Company may from time to time designate any of its eligible subsidiaries as subsidiary borrowers under the 2023 Facility. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the 2023 Facility. Loans and letters of credit may be denominated in U.S. dollars or certain other currencies. The Company must pay facility fees on the aggregate amounts available under the 2023 Facility, as specified in the credit agreement. The 2023 Facility contains customary representations, warranties, covenants and events of default.

In the ordinary course of their respective businesses, the lenders and their respective affiliates engage in, and may in the future engage in, commercial banking and/or investment banking transactions and/or advisory services with the Company and its affiliates.

The foregoing summary of the 2023 Facility is not complete and is qualified in its entirety by reference to the actual credit agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.



Exhibit Number   Description of Exhibits
  10.1             Credit Agreement dated as of February 17, 2023.
104              Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document.

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