Subsequent Event

9 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

11.   Subsequent Event - Offering of Senior Convertible Notes

On October 17, 2011, the Company announced an offering of $400 million aggregate principal amount of 1.875% convertible senior notes (the "Notes") due October 1, 2016.  The offering closed on October 21, 2011.  The initial purchaser of the Notes has a 13-day option to purchase up to an additional $60 million aggregate principal amount of Notes on the same terms and conditions.

The Notes will pay interest semi-annually on April 1 and October 1 at an annual rate of 1.875%, and will mature on October 1, 2016, unless earlier converted or repurchased.  The Notes will be convertible, subject to certain conditions, into cash, shares of the Company's Common Stock, or a combination of cash and shares of Common Stock, at the Company's option.  The initial conversion rate for the Notes will be 11.9021 shares of Common Stock (subject to adjustment in certain circumstances) per $1,000 principal amount of the Notes, which is equal to an initial conversion price of approximately $84.02 per share.

 In connection with the offering of the Notes, the Company entered into convertible note hedge and warrant transactions with multiple counterparties, including an affiliate of the initial purchaser.  The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company's Common Stock that initially underlie the Notes, and are intended to reduce the dilutive impact of the conversion feature of the Notes.  The warrant transactions will have an initial strike price of approximately $103.41 per share, and may be settled in cash or shares of the Company's Common Stock, at the Company's option.

The net proceeds from the Notes offering were approximately $391.3 million after deducting the initial purchaser's discount and estimated offering expenses (and will be approximately $450.1 million if the initial purchaser exercises in full its option to purchase additional Notes).  In addition, the cost of the initial convertible note hedge, after taking into account the proceeds received by the Company from the warrant transactions, was $23.7 million.  If the initial purchaser exercises its option to purchase additional Notes, the Company may use net proceeds from the sale of the additional Notes to enter into additional convertible note hedge and warrant transactions.