PPLの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

現行レポート

1934年証券取引所法第13条または第15条(d)に基づく。

報告日（最も古いイベントの報告日）：2024年1月2日


Commission File Number	登録者、法人設立州、住所および電話番号				IRS Employer Identification No.

1-11459	PPL Corporation				23-2758192
	(チャーターで指定された登録者の正確な名前)
	ペンシルベニア
	Two North Ninth Street
	Allentown,		PA	18101-1179
	(610)	774-5151

1-905	PPL Electric Utilities Corporation				23-0959590
	(チャーターで指定された登録者の正確な名前)
	ペンシルベニア
	Two North Ninth Street
	Allentown,		PA	18101-1179
	(610)	774-5151

Form8-Kの提出が、以下の条項のいずれかに基づく登録者の提出義務を同時に満たすことを意図している場合は、以下の該当するチェックボックスをチェックしてください：


☐			証券法に基づく規則425に従った書面によるコミュニケーション（17 cfr 230.425)
☐			取引所法の下でのルール14a-12（17 cfr 240.14a-12）に基づく資料の勧誘。)
☐			取引所法の規則14d-2(b)に基づく開始前のコミュニケーション（17 cfr 240.14d-2(b))
☐			証券取引法の規則13e-4(c)に基づく開始前のコミュニケーション（17 cfr 240.13e-4(c))

法第12条(b)に従って登録された証券：


Title of each class	Trading Symbol:	登録されている各取引所の名称
ppl corporationの普通株式	PPL	New York Stock Exchange

ppl capital funding, inc.のジュニア・サブロード・ノート。
2007 2067年満期シリーズa	PPL/67	New York Stock Exchange


登録者が1933年証券法規則405（本章230.405）または1934年証券取引法規則12b-2（本章240.12b-2）に定義される新興成長企業であるかどうかをチェックマークで示す。
☐			PPL Corporation
☐			PPL Electric Utilities Corporation
新興成長企業の場合、登録者が証券取引法第13条(a)に従って提供された新規または改訂された財務会計基準に準拠するための延長移行期間を使用しないことを選択した場合、チェックマークを付けて示してください。
☐			PPL Corporation
☐			PPL Electric Utilities Corporation

セクション2 - 財務情報

Item 2.03 直接的な金銭的義務や、以下のような義務の発生。

and

セクション8 - その他のイベント

Item 8.01 Other Events

2024年1月2日、PPL Electric Utilities Corporation（以下「PPL Electric」）は、BMO Capital Markets Corp.、BofA Securities, Inc.、CIBC World Markets Corp.およびWells Fargo Securities, LLC（以下「引受人」）を引受人の代表とする引受契約（以下「引受契約」）を締結し、PPL Electricによる2034年満期650,000,000ドルの第1抵当権付社債4.85%シリーズ（以下「本債券」）の募集および販売に関連した。

本新株予約権付社債は、2001 年 8 月 1 日付で PPL Electric が受託者であるバンク・オブ・ニューヨーク・メロン（The Bank of New York Mellon）に対して発行した証書（「2001 年証書」）に基づき、2024 年 1 月 5 日に発行された。本新株予約権付社債は、本新株予約権付社債の先取特権によって担保される。本新株予約権付社債は、本新株予約権付社債の先取特権によって担保されるが、本新株予約権付社債は、本新株予約権付社債の先取特権によって担保される。

本新株予約権付社債の償還期限は2034年2月15日であり、繰上償還が可能である。PPL Electric は、本新株予約権付社債の売却による純収入を、短期債務の返済および一般的な企業目的に使用する。

本新株予約権付社債は、PPL Electric が米国証券取引委員会（SEC）に提出したフォーム S-3 による登録届出書（登録番号 333-253290-03）に基づき募集・販売された。

引受契約のコピーは本報告書の別紙1(a)として添付され、参照することにより本報告書に組み込まれる。本補足証書および役員証明書はそれぞれ別紙4(a)および4(b)として本報告書に添付されている。

第9節 - 財務諸表および添付資料

Item 9.01 財務諸表および添付資料

(d)

Exhibits

1(a)-

2024年1月2日付引受契約。

4(a)-

PPL Electric Utilities Corporation から受託者である The Bank of New York Mellon への、2024 年 1 月 1 日付の追加証約第 25 号。

4(b)-

2024 年 1 月 5 日付で、証書の第 201 条および第 301 条に従った役員の証明書。

5(a)-

ppl services corporationのシニアカウンセルであるw.eric marrの意見書。

5(b)-

Opinion of Bracewell LLP.

23(a) -

ppl services corporation のシニアカウンセルである w. eric marr の同意書（別紙 5(a) の一部に含まれています。）

23(b) -

bracewell llp の同意書（別紙 5(b)の一部に含まれる）。

104 -

表紙インタラクティブ・データ・ファイル（表紙インタラクティブ・データ・ファイルはインラインxbrl文書内に埋め込まれている）。

SIGNATURE

1934年証券取引法の要件に従い、各登録者は本報告書に正式に権限を付与された署名者により代表して署名させた。


			PPL CORPORATION

			By:			/s/ Marlene C. Beers
						marlene c. beersバイスプレジデント兼コントローラー

			PPL ELECTRIC UTILITIES CORPORATION

			By:			/s/ Marlene C. Beers
						marlene c. beersバイスプレジデント兼コントローラー

Dated: January 5, 2024

EX-1.(A) 2 ppl01022024ex1a.htm EX-1.(A) ppl01022024ex1a

Exhibit 1(a) PPL ELECTRIC UTILITIES CORPORATION $650,000,000 First Mortgage Bonds, 4.85% Series due 2034 UNDERWRITING AGREEMENT January 2, 2024 BMO Capital Markets Corp. 151 West 42nd Street New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 CIBC World Markets Corp. 300 Madison Avenue, 8th Floor New York, New York 10017 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 As Representatives of the Several Underwriters Ladies and Gentlemen: 1. Introductory. PPL Electric Utilities Corporation, a Pennsylvania corporation (“Company”), proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $650,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 4.85% Series due 2034 (the “Bonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 25 thereto relating to the Bonds (the “Supplemental Indenture”), dated as of January 1, 2024 (such Indenture, as so supplemented, the “Indenture”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-253290-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the

2 “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. 2. Representations and Warranties. The Company represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 2(b) hereof and as of the Closing Date referred to in Section 5 hereof, and agrees with each Underwriter as follows: (a) (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3)

3 of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act Regulations) made any offer relating to the Bonds in reliance on the exemption of Rule 163 of the Securities Act Regulations (“Rule 163”) or made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) and (D) at the date hereof, the Company was and is eligible to register and issue the Bonds as a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Bonds, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form; (b) The Original Registration Statement became effective upon filing under Rule 462(e) of the Securities Act Regulations on February 19, 2021, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Any offer that is a written communication relating to the Bonds made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163. At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act Regulations and at the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit

4 to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied when so filed and each Prospectus will comply when so filed in all material respects with the Securities Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (including, but not limited to, the Final Term Sheet prepared and filed pursuant to Section 6(b)), and the Statutory Prospectus (as defined below), considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the time of the filing of the Final Term Sheet, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement: “Applicable Time” means 2:40 p.m., New York City time, on January 2, 2024 or such other time as agreed by the Company and the Representatives. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Bonds that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Bonds or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). “Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule A hereto. “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

5 “Permitted Free Writing Prospectus” means any free writing prospectus consented to in writing by the Company and the Representatives. For the avoidance of doubt, any free writing prospectus that is not consented to in writing by the Company does not constitute a Permitted Free Writing Prospectus and will not be an Issuer Free Writing Prospectus. “Statutory Prospectus” as of any time means the prospectus relating to the Bonds that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds or until any earlier date that the Company notified or notifies the Representatives as described in Section 6(g), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company as set forth in Schedule B hereto by any Underwriter through the Representatives expressly for use therein or to any statements in or omissions from the Statement of Eligibility of the Trustee under the Indenture. At the effective date of the Registration Statement, the Indenture conformed in all material respects to the Trust Indenture Act and the rules and regulations thereunder; (c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, with corporate power and authority to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement, the Indenture and the Bonds; (d) The Bonds have been duly authorized by the Company and, when issued, authenticated and delivered in the manner provided for in the Indenture and delivered against payment of the consideration therefor, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except to the extent limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws or by other laws now or hereafter in effect relating to or affecting the enforcement of mortgagee’s and other creditors’ rights and by general equitable principles (regardless of whether considered in a proceeding in equity or at law), an implied covenant of good faith and fair dealing and consideration of public policy, and federal or state securities law limitations on indemnification and contribution (the “Enforceability Exceptions”); the Bonds will be in the forms established pursuant to, and entitled to the benefits of, the Indenture; and the

6 Bonds will conform in all material respects to the statements relating thereto contained in the General Disclosure Package and the Prospectus; (e) The Indenture has been duly authorized by the Company; at the Closing Date, the Supplemental Indenture will have been duly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms (except to the extent limited by the Enforceability Exceptions); the Indenture conforms and will conform in all material respects to the statements relating thereto contained in the General Disclosure Package and the Prospectus; and at the effective date of the Registration Statement, the Indenture was duly qualified under the Trust Indenture Act; (f) The Company is in compliance in all material respects with its Amended and Restated Articles of Incorporation and Bylaws; (g) The securities certificate of the Company with respect to the Bonds has been duly registered pursuant to Section 1903 of the Pennsylvania Public Utility Code (66 Pa. CS. § 1903), as amended, and such registration remains in effect. Other than such registration, no further consent, approval, authorization, order, registration or qualification of or with any federal, state or local governmental agency or body or any federal, state or local court is required to be obtained by the Company in connection with its execution and delivery of this Agreement, the Indenture, the Bonds, or the performance by the Company of its obligations hereunder or thereunder, except such as have been obtained and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bonds by the Underwriters in the manner contemplated herein and in the General Disclosure Package and the Prospectus; (h) Neither the execution and delivery of this Agreement, the Supplemental Indenture, the issue and sale of the Bonds, nor the consummation of any of the transactions herein or therein contemplated, will violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company, or result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s Amended and Restated Articles of Incorporation or Bylaws, or any material agreement or instrument to which the Company is a party or by which it is bound, except for such violations, breaches or defaults that would not in the aggregate have a material adverse effect on the Company’s ability to perform its obligations hereunder or thereunder; (i) The consolidated financial statements of the Company and its subsidiaries, together with the related notes and schedules, each set forth or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; such audited financial statements have been prepared in all material respects in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and no material modifications are required to be made to the unaudited interim

7 financial statements for them to be in conformity with generally accepted accounting principles; (j) This Agreement has been duly and validly authorized, executed and delivered by the Company; (k) Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change, or event or occurrence that would result in a material adverse change, in the financial position or results of operations of the Company and its subsidiaries taken as a whole; (l) The Company is not, and after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (m) Deloitte & Touche LLP, which has audited certain financial statements of the Company and its consolidated subsidiaries and issued its report with respect to the audited consolidated financial statements and schedules included and incorporated by reference in the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company during the periods covered by its report within the meaning of the Securities Act and the Securities Act Regulations and the standards of the Public Company Accounting Oversight Board (United States); (n) (i) The Company maintains (A) “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act and (B) “internal control over financial reporting” as such term is defined in Rule 13a-15(f) under the Exchange Act; (ii) The Company evaluated its disclosure controls and procedures as of the end of the period covered by its most recent periodic report filed with the Commission pursuant to Section 13 of the Exchange Act and, based on such evaluation, concluded that the controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms; and since the date of such evaluation, there have been no significant changes in the Company’s disclosure controls and procedures or in other factors that have come to the Company’s attention that have caused the Company to conclude that such disclosure controls and procedures are ineffective in any material respect for such purposes; and (iii) The Company assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by its most recent Annual Report on Form 10-K filed with the Commission and, based on such assessment, and except as contemplated in the General Disclosure Package and the Prospectus, concluded that it had effective internal control over financial reporting. Since the date of such assessment, except as contemplated in the General Disclosure Package

8 and the Prospectus, there have been no significant changes in the Company’s internal control over financial reporting or in other factors that have come to the Company’s attention that have caused the Company to conclude that the Company’s internal control over financial reporting was ineffective in any material respect. (o) (i) The Company has good and sufficient title to all the real property and personal property described in the Indenture as owned by it and as subject to the lien thereof, subject only to permitted liens as defined in Section 101 of the Indenture (“Permitted Liens”) and other Liens (as defined in the Indenture) that are not prohibited by the Indenture and that do not materially impair the value to the Company of the Mortgaged Property (as defined in the Indenture) taken as a whole; (ii) the Indenture constitutes a valid first mortgage lien that such instrument purports to create upon said properties, subject only to Permitted Liens and other Liens referred to in clause (o)(i), which properties include substantially all of the physical properties of the Company (except such property as may have been duly released from the lien thereof and such property as may not be subjected to the lien thereof under the laws of the Commonwealth of Pennsylvania without the delivery thereof to the Trustee, and certain other classes of property expressly excepted in the Indenture); and (iii) all physical properties (other than those of the character not subject to the lien of the Indenture as aforesaid) acquired by the Company after the respective dates of the Indenture and the Supplemental Indenture have become or will, upon such acquisition, become subject to the lien thereof, subject, however, to (x) Permitted Liens and other Liens referred to in clause (o)(i), (y) possible limitations arising out of laws relating to preferential transfers of property during certain periods prior to commencement of bankruptcy, insolvency or similar proceedings and to limitations on liens on property acquired by a debtor after the commencement of any such proceedings, and possible claims and taxes of the federal government and (z) other Liens on property at the time such property becomes subject to the Lien of the Indenture pursuant to the “springing lien” provisions in the Granting Clauses of the Indenture, which Liens are not prohibited by the Indenture, and except as otherwise provided in Article Twelve of the Indenture; (p) The Indenture (other than the Supplemental Indenture) has been duly filed and recorded in all jurisdictions in which it is necessary for such instruments to be filed and recorded in order to constitute a lien of record on the property subject thereto, and UCC financing statements relating to the Mortgaged Property have been filed with the Pennsylvania Department of State, and no further recordation, registration or filing of the Indenture or instrument of further assurance is necessary in the Commonwealth of Pennsylvania to make effective the security interest intended to be created by the Indenture; (q) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto; (r) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in

9 a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith; (s) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened; (t) None of the Company or any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) (“Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that, at the time of such financing, is the target of Sanctions; and (u) (i) (A) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (B) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except as would not, in the case of this clause (i), reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company; (ii) the Company is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would

10 not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company; and (iii) the Company has implemented backup and disaster recovery technology reasonably consistent with industry standards and practices. Each of you, as one of the several Underwriters, represents and warrants to, and agrees with, the Company, its directors and such of its officers as shall have signed the Registration Statement, and to each other Underwriter, that the information set forth in Schedule B hereto furnished to the Company by or through you or on your behalf expressly for use in the Registration Statement or the Prospectus does not contain an untrue statement of a material fact and does not omit to state a material fact in connection with such information required to be stated therein or necessary to make such information not misleading. 3. Purchase and Sale of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.152% of the principal amount thereof, plus, accrued interest, if any, from the date of first authentication of the Bonds to the Closing Date (as hereinafter defined), the respective principal amounts of the Bonds set forth below opposite the names of such Underwriters. Underwriters Principal Amount of Bonds BMO Capital Markets Corp. $130,000,000 BofA Securities, Inc. $130,000,000 CIBC World Markets Corp. $130,000,000 Wells Fargo Securities, LLC $130,000,000 TD Securities (USA) LLC $32,500,000 Truist Securities, Inc. $32,500,000 WauBank Securities LLC $32,500,000 Bancroft Capital, LLC $6,500,000 CastleOak Securities, L.P. $6,500,000 Loop Capital Markets LLC $6,500,000 Roberts and Ryan Investments, Inc. $6,500,000 Samuel A. Ramirez & Company, Inc. $6,500,000 Total $650,000,000 4. Offering of the Bonds. The several Underwriters agree that as soon as practicable, in their judgment, they will make an offering of their respective portions of the Bonds in accordance with the terms set forth in the General Disclosure Package and the Prospectus.

11 5. Delivery and Payment. The Bonds will be represented by one or more definitive global securities in book- entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to you against payment by you of the purchase price therefor (such delivery and payment herein referred to as the “Closing”) by wire transfer of immediately available funds to the Company’s account specified by the Company in writing to BofA Securities, Inc. not later than two (2) Business Days prior to the Closing Date, by 10:00 a.m., New York City time, on the Closing Date. Such payment shall be made upon delivery of the Bonds for the account of BofA Securities, Inc. at DTC. The Bonds so to be delivered will be in fully registered form in such authorized denominations as established pursuant to the Indenture. The Company will make the Bonds available for inspection by you at the office of The Bank of New York Mellon, 240 Greenwich Street, 7th Floor, New York, New York 10286, Attention: Corporate Trust Administration, not later than 10:00 a.m., New York City time, on the Business Day next preceding the Closing Date. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the City of New York. Each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not and will not make any offer relating to the Bonds that would constitute an “issuer free writing prospectus” as defined in Rule 433 or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that would be required to be filed with the Commission, other than information contained in the Final Term Sheet prepared in accordance with Section 6(b). The term “Closing Date” wherever used in this Agreement shall mean January 5, 2024, or such other date (i) not later than the seventh full Business Day thereafter as may be agreed upon in writing by the Company and you, or (ii) as shall be determined by postponement pursuant to the provisions of Section 10 hereof. 6. Certain Covenants of the Company. The Company covenants and agrees with the several Underwriters: (a) Subject to Section 6(b), to comply with the requirements of Rule 430B and to notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Bonds shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or any notice objecting to its use or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Bonds for offering or sale in any jurisdiction, or of the initiation or threatening of

12 any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Bonds. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Bonds within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Filing Fee” table exhibit in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or in an exhibit to a prospectus filed pursuant to Rule 424(b)). (b) To give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Bonds or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives shall reasonably object in writing. The Company will give the Representatives notice of its intention to make any such filing pursuant to the Exchange Act, Securities Act or Securities Act Regulations from the Applicable Time to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives shall reasonably object in writing. The Company will prepare a final term sheet (the “Final Term Sheet”) substantially in the form attached as Annex I hereto reflecting the final terms of the Bonds, and shall file such Final Term Sheet as an “Issuer Free Writing Prospectus” in accordance with Rule 433; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives shall reasonably object in writing. (c) To furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the Securities Act, as many copies of the Prospectus and any amendments and supplements thereto as each Underwriter may reasonably request. (d) That before amending and supplementing the preliminary prospectus or the Prospectus, it will furnish to the Representatives a copy of each such proposed amendment or supplement and that it will not use any such proposed amendment or supplement to which the Representatives reasonably object in writing.

13 (e) To use its best efforts to qualify the Bonds and to assist in the qualification of the Bonds by you or on your behalf for offer and sale under the securities or “blue sky” laws of such jurisdictions as you may designate, to continue such qualification in effect so long as required for the distribution of the Bonds and to reimburse you for any expenses (including filing fees and fees and disbursements of counsel) paid by you or on your behalf to qualify the Bonds for offer and sale, to continue such qualification, to determine its eligibility for investment and to print any preliminary or supplemental “blue sky” survey or legal investment memorandum relating thereto; provided that the Company shall not be required to qualify as a foreign corporation in any State, to consent to service of process in any State other than with respect to claims arising out of the offering or sale of the Bonds, or to meet any other requirement in connection with this paragraph (e) deemed by the Company to be unduly burdensome; (f) To promptly deliver to you a true and correct copy of the Registration Statement as originally filed and of all amendments thereto heretofore or hereafter filed, including conformed copies of all exhibits except those incorporated by reference, and such number of conformed copies of the Registration Statement (but excluding the exhibits), each related preliminary prospectus, the Prospectus, and any amendments and supplements thereto, as you may reasonably request; (g) If at any time prior to the completion of the sale of the Bonds by the Underwriters (as determined by the Representatives), any event occurs as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company promptly (i) will notify the Representatives of any such event; (ii) subject to the requirements of paragraph (b) of this Section 6, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or amended Prospectus to the several Underwriters without charge in such quantities as they may reasonably request; provided that the expense of preparing and filing any such amendment or supplement to the Prospectus (x) that is necessary in connection with such a delivery of a supplemented or amended Prospectus more than nine months after the date of this Agreement or (y) that relates solely to the activities of any Underwriter shall be borne by the Underwriter or Underwriters or the dealer or dealers requiring the same; and provided further that you shall, upon inquiry by the Company, advise the Company whether or not any Underwriter or dealer which shall have been selected by you retains any unsold Bonds and, for the purposes of this subsection (g), the Company shall be entitled to assume that the distribution of the Bonds has been completed when they are advised by you that no such Underwriter or dealer retains any Bonds. If at any time following issuance of an Issuer Free Writing Prospectus, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement (or any other registration statement related to the Bonds) or the Statutory Prospectus or any preliminary prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the

14 Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (h) As soon as practicable, to make generally available to its security holders an earnings statement covering a period of at least twelve months beginning after the “effective date of the registration statement” within the meaning of Rule 158 under the Securities Act which will satisfy the provisions of Section 11(a) of the Securities Act; (i) To pay or bear (i) all expenses in connection with the matters herein required to be performed by the Company, including all expenses (except as provided in Section 6(g) above) in connection with the preparation and filing of the Registration Statement, the General Disclosure Package and the Prospectus, and any amendment or supplement thereto, and the furnishing of copies thereof to the Underwriters, and all audits, statements or reports in connection therewith, and all expenses in connection with the issue and delivery of the Bonds to the Underwriters at the place designated in Section 5 hereof, any fees and expenses relating to the eligibility and issuance of the Bonds in book-entry form and the cost of obtaining CUSIP or other identification numbers for the Bonds, all federal and state taxes (if any) payable (not including any transfer taxes) upon the original issue of the Bonds; (ii) all expenses in connection with the printing, reproduction and delivery of this Agreement and the printing, reproduction and delivery of any preliminary prospectus and each Prospectus, and (except as provided in Section 6(g) above) any amendment or supplement thereto, to the Underwriters; (iii) any and all fees payable in connection with the rating of the Bonds; (iv) all costs and expenses relating to the creation, filing or perfection of the security interests under the Indenture; and (v) the reasonable fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Indenture and the Bonds; (j) During the period from the date of this Agreement through the Closing Date, the Company shall not, without the Representatives’ prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Bonds, any security convertible into or exchangeable into or exercisable for Bonds or any debt securities substantially similar to the Bonds (except for the Bonds issued pursuant to this Agreement); and (k) The Company represents and agrees that, unless it obtains the prior consent of the Representatives (such consent not to be unreasonably withheld), it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Securities Act Regulations, required to be filed with the Commission. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping in accordance with the Securities Act Regulations.

会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の

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