Item 8.01. Other Events.
On
The Notes were issued on
The Notes have been registered under the Securities Act of 1933, as amended,
pursuant to the Company's automatic shelf registration statement on Form S-3,
File No. 333-236600 (the "Registration Statement"). The Company is filing this
Current Report on Form 8-K to file with the
The Underwriting Agreement is filed herewith as Exhibit 1.1. The Pricing Agreement is filed herewith as Exhibit 1.2. The Officers' Certificates and Company Orders relating to the Notes, each including the applicable form of Note, are filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 1.1 Underwriting Agreement, datedMay 17, 2022 , among the Company andBofA Securities, Inc. ,Barclays Capital Inc. ,Deutsche Bank Securities Inc. ,Morgan Stanley & Co. LLC ,RBC Capital Markets, LLC andU.S. Bancorp Investments, Inc. , as Representatives of the several Underwriters 1.2 Pricing Agreement, datedMay 17, 2022 , among the Company andBofA Securities, Inc. ,Barclays Capital Inc. ,Deutsche Bank Securities Inc. ,Morgan Stanley & Co. LLC ,RBC Capital Markets, LLC andU.S. Bancorp Investments, Inc. , as Representatives of the several Underwriters 4.1 Officers' Certificate and Company Order, datedMay 20, 2022 , relating to the 3.700% Notes dueMay 15, 2027 , pursuant to Sections 201, 301 and 303 of the Indenture dated as ofFebruary 4, 2008 (including the form of 3.700% Notes dueMay 15, 2027 ) 4.2 Officers' Certificate and Company Order, datedMay 20, 2022 , relating to the 4.000% Notes dueMay 15, 2029 , pursuant to Sections 201, 301 and 303 of the Indenture dated as ofFebruary 4, 2008 (including the form of 4.000% Notes dueMay 15, 2029 ) 4.3 Officers' Certificate and Company Order, datedMay 20, 2022 , relating to the 4.200% Notes dueMay 15, 2032 , pursuant to Sections 201, 301 and 303 of the Indenture dated as ofFebruary 4, 2008 (including the form of 4.200% Notes dueMay 15, 2032 ) 4.4 Officers' Certificate and Company Order, datedMay 20, 2022 , relating to the 4.750% Notes dueMay 15, 2052 , pursuant to Sections 201, 301 and 303 of the Indenture dated as ofFebruary 4, 2008 (including the form of 4.750% Notes dueMay 15, 2052 ) 4.5 Officers' Certificate and Company Order, datedMay 20, 2022 , relating to the 4.950% Notes dueMay 15, 2062 , pursuant to Sections 201, 301 and 303 of the Indenture dated as ofFebruary 4, 2008 (including the form of 4.950% Notes dueMay 15, 2062 ) 5.1 Opinion ofHogan Lovells US LLP regarding the validity of the Notes 23.1 Consent ofHogan Lovells US LLP (included as part of Exhibit 5.1) 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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