Item 8.01 Other Events.
On June 12, 2017, the Company will issue and sell $1,000,000,000 aggregate principal amount of 1.948% notes due 2019 (the 2019
Notes), $1,150,000,000 aggregate principal amount of 2.616% notes due 2022 (the 2022 Notes), $350,000,000 aggregate principal amount of floating rate notes due 2022 (the Floating Rate Notes), $750,000,000 aggregate
principal amount of 3.079% notes due 2024 (the 2024 Notes), $1,350,000,000 aggregate principal amount of 3.410% notes due 2027 (the 2027 Notes) and $600,000,000 aggregate principal amount of 4.368% notes due 2047 (the
2047 Notes and, together with the 2019 Notes, the 2022 Notes, the Floating Rate Notes, the 2024 Notes and the 2027 Notes, the Notes). In connection with the sale of the Notes (collectively, the Debt Offering), on
June 1, 2017, the Company entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., and
Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule II thereto. The offering is being made pursuant to the Companys effective registration statement on Form
S-3
(Registration Statement
No. 333-215935)
previously filed with the Securities and Exchange Commission (the Registration Statement). The foregoing
description of the Underwriting Agreement is qualified by reference to the text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1.
The Notes will be governed by an Indenture dated as of June 2, 2008 between the Company and The Bank of New York Mellon Trust Company,
N.A. (formerly The Bank of New York Trust Company, N.A.). Forms of the 2019 Notes, the 2022 Notes, the Floating Rate Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively.
In connection with the issuance of the Notes, John M. Adams, Jr., Esq., Senior Vice President and Associate General Counsel of the Company,
and Gibson, Dunn & Crutcher LLP, counsel to the Company, will deliver opinions to the Company regarding the legality of the Notes upon issuance and sale thereof. A copy of each opinion is filed as Exhibits 5.1 and 5.2, respectively.
The Company incorporates by reference the exhibits filed with this Form
8-K
into the Registration
Statement.