Item 8.01 Other Events.
On
The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedAugust 18, 2020 , among the Company andWells Fargo Securities, LLC ,Barclays Capital Inc. , Citigroup Global Markets Inc.,Goldman Sachs & Co. LLC andMorgan Stanley & Co. LLC , as representatives of the several underwriters named therein, with respect to the 2050 Notes. 1.2 Underwriting Agreement, datedAugust 18, 2020 , among the Company andWells Fargo Securities, LLC ,BofA Securities, Inc. ,Morgan Stanley & Co. LLC andUBS Securities LLC , as representatives of the several underwriters named therein, with respect to the 2060 Notes. 4.1 Subordinated Debt Securities Indenture, datedJune 17, 2008 , between the Company andThe Bank of New York Mellon (formerly known asThe Bank of New York ), as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onJune 17, 2008 ). 4.2 Fourteenth Supplemental Indenture, datedAugust 21, 2020 , between the Company andThe Bank of New York Mellon , as Trustee, with respect to the 2050 Notes. 4.3 Fifteenth Supplemental Indenture, datedAugust 21, 2020 , between the Company andThe Bank of New York Mellon , as Trustee, with respect to the 2060 Notes. 4.4 Form of 2050 Note (included in Exhibit 4.2). 4.5 Form of 2060 Note (included in Exhibit 4.3). 5.1 Opinion ofJohn M. Cafiero , datedAugust 21, 2020 . 8.1 Tax opinion ofSullivan & Cromwell LLP , datedAugust 21, 2020 , with respect to the 2050 Notes. 8.2 Tax opinion ofSullivan & Cromwell LLP , datedAugust 21, 2020 , with respect to the 2060 Notes. 23.1 Consent ofJohn M. Cafiero (included in Exhibit 5.1). 23.2 Consent ofSullivan & Cromwell LLP with respect to the 2050 Notes (included in Exhibit 8.1). 23.3 Consent ofSullivan & Cromwell LLP with respect to the 2060 Notes (included in Exhibit 8.2).
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