Item 8.01. Other Events.

On February 28, 2013, the Registrant entered into an accelerated share repurchase agreement with Barclays Bank PLC ("Barclays") and Barclays Capital Inc., as Barclays' agent, to purchase $500 million of its outstanding common stock. The majority of the shares to be repurchased under this agreement will be received by the Registrant at the agreement's inception. It is expected that Barclays will purchase the shares that it delivers under the agreement in the market within a timeframe not to exceed four months. The final purchase price per share and number of shares to be delivered by Barclays will be determined at the conclusion of the agreement and settlement will consist of the Registrant receiving shares based on the average of the daily volume weighted average prices of the Registrant's common stock during the period of Barclays' purchases. If the Registrant is required to pay a settlement amount, the Registrant may elect to settle in cash or shares of its common stock.

The agreement is part of the Registrant's repurchase programs totaling $2.0 billion that were announced on December 17, 2012 and February 6, 2013. All of the shares acquired by the Registrant under the agreement will be placed into its treasury.

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