Item 8.01. Other Events.

On August 20, 2021, the Registrant entered into an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association ("JPMorgan Chase") to purchase $750 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 JPMorgan Chase will purchase the shares that it delivers under the agreement in the market no later than October 27, 2021. The final purchase price per share and number of shares to be delivered by JPMorgan Chase 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 JPMorgan Chase's purchases. If the Registrant is required to pay a settlement amount, the Registrant may settle in shares of its common stock or, under certain circumstances, may elect to settle in cash. All of the shares acquired by the Registrant under the agreement will be placed into its treasury. The agreement is part of the Registrant's repurchase program totaling $5 billion that was announced on August 4, 2021.

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