GIS · General Mills Inc · Debt

On November 2, 2021, General Mills, Inc. (the “Company”) agreed to sell €500,000,000 aggregate principal amount of its 0.125% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 2, 2021 (the “Underwriting Agreement”), among the Company and Barclays Bank PLC, Goldman Sachs & Co. LLC, Merrill Lynch International, Credit Suisse International, MUFG Securities EMEA plc, The Toronto-Dominion Bank and Siebert Williams Shank & Co., LLC. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated November 16, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on November 16, 2021.

Issuer evidence: On November 2, 2021, General Mills, Inc. (the “Company”) agreed to sell €500,000,000 aggregate principal amount of its 0.125% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 2, 2021 (the “Underwriting Agreement”), among the Company and Barclays Bank PLC, Goldman Sachs & Co. LLC, Merrill Lynch International, Credit Suisse International, MUFG Securities EMEA plc, The Toronto-Dominion Bank and Siebert Williams Shank & Co., LLC. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated November 16, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on November 16, 2021.

Supporting evidence: On November 2, 2021, General Mills, Inc. (the “Company”) agreed to sell €500,000,000 aggregate principal amount of its 0.125% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 2, 2021 (the “Underwriting Agreement”), among the Company and Barclays Bank PLC, Goldman Sachs & Co. LLC, Merrill Lynch International, Credit Suisse International, MUFG Securities EMEA plc, The Toronto-Dominion Bank and Siebert Williams Shank & Co., LLC. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated November 16, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on November 16, 2021.

Supporting evidence: On November 2, 2021, General Mills, Inc. (the “Company”) agreed to sell €500,000,000 aggregate principal amount of its 0.125% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 2, 2021 (the “Underwriting Agreement”), among the Company and Barclays Bank PLC, Goldman Sachs & Co. LLC, Merrill Lynch International, Credit Suisse International, MUFG Securities EMEA plc, The Toronto-Dominion Bank and Siebert Williams Shank & Co., LLC. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated November 16, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on November 16, 2021.

On October 5, 2021, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 2.250% Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement, dated October 5, 2021 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.

Issuer evidence: On October 5, 2021, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 2.250% Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement, dated October 5, 2021 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated October 14, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture.

Supporting evidence: The sale of the Notes is expected to close on October 14, 2021.

Supporting evidence: On October 5, 2021, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 2.250% Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement, dated October 5, 2021 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: On October 5, 2021, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 2.250% Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement, dated October 5, 2021 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.

On March 31, 2020, General Mills, Inc. (the “Company”) agreed to sell $750,000,000 aggregate principal amount of its 2.875% Notes due 2030 (the “Notes”) pursuant to the Underwriting Agreement, dated March 31, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated April 3, 2020 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-223919). The sale of the Notes is expected to close on April 3, 2020.

Issuer evidence: On March 31, 2020, General Mills, Inc. (the “Company”) agreed to sell $750,000,000 aggregate principal amount of its 2.875% Notes due 2030 (the “Notes”) pursuant to the Underwriting Agreement, dated March 31, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: On March 31, 2020, General Mills, Inc. (the “Company”) agreed to sell $750,000,000 aggregate principal amount of its 2.875% Notes due 2030 (the “Notes”) pursuant to the Underwriting Agreement, dated March 31, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: On March 31, 2020, General Mills, Inc. (the “Company”) agreed to sell $750,000,000 aggregate principal amount of its 2.875% Notes due 2030 (the “Notes”) pursuant to the Underwriting Agreement, dated March 31, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.

On April 14, 2025, General Mills, Inc. (the “Company”) agreed to sell €750,000,000 aggregate principal amount of its 3.600% Notes due 2032 (the “Notes”) pursuant to the Underwriting Agreement, dated April 14, 2025 (the “Underwriting Agreement”), among the Company and Deutsche Bank AG, London Branch, Merrill Lynch International, Morgan Stanley & Co. International plc and the several underwriters named therein.

Issuer evidence: On April 14, 2025, General Mills, Inc. (the “Company”) agreed to sell €750,000,000 aggregate principal amount of its 3.600% Notes due 2032 (the “Notes”) pursuant to the Underwriting Agreement, dated April 14, 2025 (the “Underwriting Agreement”), among the Company and Deutsche Bank AG, London Branch, Merrill Lynch International, Morgan Stanley & Co. International plc and the several underwriters named therein. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated April 17, 2025 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-283277). The sale of the Notes is expected to close on April 17, 2025, subject to customary closing conditions.

Supporting evidence: The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated April 17, 2025 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture.

Supporting evidence: The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-283277).

Supporting evidence: The sale of the Notes is expected to close on April 17, 2025, subject to customary closing conditions.

Supporting evidence: On April 14, 2025, General Mills, Inc. (the “Company”) agreed to sell €750,000,000 aggregate principal amount of its 3.600% Notes due 2032 (the “Notes”) pursuant to the Underwriting Agreement, dated April 14, 2025 (the “Underwriting Agreement”), among the Company and Deutsche Bank AG, London Branch, Merrill Lynch International, Morgan Stanley & Co. International plc and the several underwriters named therein.

Supporting evidence: On April 14, 2025, General Mills, Inc. (the “Company”) agreed to sell €750,000,000 aggregate principal amount of its 3.600% Notes due 2032 (the “Notes”) pursuant to the Underwriting Agreement, dated April 14, 2025 (the “Underwriting Agreement”), among the Company and Deutsche Bank AG, London Branch, Merrill Lynch International, Morgan Stanley & Co. International plc and the several underwriters named therein.

On March 28, 2023, General Mills, Inc. (the "Company") agreed to sell €750,000,000 aggregate principal amount of its 3.907% Notes due 2029 (the "Notes") pursuant to the Underwriting Agreement, dated March 28, 2023 (the "Underwriting Agreement"), among the Company and Barclays Bank PLC, BNP Paribas, Goldman Sachs & Co. LLC and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers' Certificate and Authentication Order, dated April 13, 2023 (the "Officers' Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on April 13, 2023.

Issuer evidence: On March 28, 2023, General Mills, Inc. (the "Company") agreed to sell €750,000,000 aggregate principal amount of its 3.907% Notes due 2029 (the "Notes") pursuant to the Underwriting Agreement, dated March 28, 2023 (the "Underwriting Agreement"), among the Company and Barclays Bank PLC, BNP Paribas, Goldman Sachs & Co. LLC and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers' Certificate and Authentication Order, dated April 13, 2023 (the "Officers' Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on April 13, 2023.

Supporting evidence: On March 28, 2023, General Mills, Inc. (the "Company") agreed to sell €750,000,000 aggregate principal amount of its 3.907% Notes due 2029 (the "Notes") pursuant to the Underwriting Agreement, dated March 28, 2023 (the "Underwriting Agreement"), among the Company and Barclays Bank PLC, BNP Paribas, Goldman Sachs & Co. LLC and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers' Certificate and Authentication Order, dated April 13, 2023 (the "Officers' Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on April 13, 2023.

Supporting evidence: On March 28, 2023, General Mills, Inc. (the "Company") agreed to sell €750,000,000 aggregate principal amount of its 3.907% Notes due 2029 (the "Notes") pursuant to the Underwriting Agreement, dated March 28, 2023 (the "Underwriting Agreement"), among the Company and Barclays Bank PLC, BNP Paribas, Goldman Sachs & Co. LLC and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers' Certificate and Authentication Order, dated April 13, 2023 (the "Officers' Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on April 13, 2023.

On March 27, 2023, General Mills, Inc. (the “Company”) agreed to sell $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2033 (the “Notes”) pursuant to the Underwriting Agreement, dated March 27, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated March 29, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on March 29, 2023.

Issuer evidence: On March 27, 2023, General Mills, Inc. (the “Company”) agreed to sell $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2033 (the “Notes”) pursuant to the Underwriting Agreement, dated March 27, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated March 29, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on March 29, 2023.

Supporting evidence: On March 27, 2023, General Mills, Inc. (the “Company”) agreed to sell $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2033 (the “Notes”) pursuant to the Underwriting Agreement, dated March 27, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated March 29, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on March 29, 2023.

Supporting evidence: On March 27, 2023, General Mills, Inc. (the “Company”) agreed to sell $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2033 (the “Notes”) pursuant to the Underwriting Agreement, dated March 27, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated March 29, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on March 29, 2023.

On November 16, 2022, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.241% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 16, 2022 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto.

Issuer evidence: On November 16, 2022, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.241% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 16, 2022 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated November 18, 2022 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture.

Supporting evidence: The sale of the Notes is expected to close on November 18, 2022.

Supporting evidence: On November 16, 2022, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.241% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 16, 2022 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto.

Supporting evidence: On November 16, 2022, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.241% Notes due 2025 (the “Notes”) pursuant to the Underwriting Agreement, dated November 16, 2022 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto.

On October 10, 2023, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.500% Notes due 2028 (the “Notes”) pursuant to the Underwriting Agreement, dated October 10, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated October 17, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on October 17, 2023.

Issuer evidence: On October 10, 2023, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.500% Notes due 2028 (the “Notes”) pursuant to the Underwriting Agreement, dated October 10, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated October 17, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on October 17, 2023.

Supporting evidence: On October 10, 2023, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.500% Notes due 2028 (the “Notes”) pursuant to the Underwriting Agreement, dated October 10, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated October 17, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on October 17, 2023.

Supporting evidence: On October 10, 2023, General Mills, Inc. (the “Company”) agreed to sell $500,000,000 aggregate principal amount of its 5.500% Notes due 2028 (the “Notes”) pursuant to the Underwriting Agreement, dated October 10, 2023 (the “Underwriting Agreement”), among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated October 17, 2023 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-259827). The sale of the Notes is expected to close on October 17, 2023.