COMMON STOCK REPURCHASES

6 Months Ended

Sep. 30, 2011

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

COMMON STOCK REPURCHASES

From time to time, the Company's Board of Directors (the "Board") authorizes programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury stock. Repurchases by the Company pursuant to the Board authorized programs during the six months ended September 30, 2011 and 2010 are discussed below. As of September 30, 2011, there were 2,163,034 remaining shares authorized for repurchase.

Open Market Repurchases

Under the Board authorized programs, in the six months ended September 30, 2011 and 2010, respectively, the Company repurchased 1,529,983 and 2,034,700 shares of its common stock in the open market for a total cost of $49.1 million and $60.0 million and an average price per share of $32.07 and $29.48.

In addition, the Company withheld shares valued at $0.9 million in the six months ended September 30, 2011, compared to an immaterial amount in the six months ended September 30, 2010, in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's Condensed consolidated statements of cash flows. These share withholdings have the effect of share repurchases by the Company as they reduce the number of shares outstanding as a result of the vesting and do not represent an expense to the Company.

Privately Negotiated Transactions

In May 2011, pursuant to a Board authorized accelerated share repurchase ("ASR") program, the Company entered into two separate Master Confirmation and Supplemental Confirmations (the “May 2011 ASR Agreements”) with Goldman, Sachs & Co. (“Goldman”) consisting of a "Collared ASR Agreement" and an "Uncollared ASR Agreement". In August 2011, the Company entered into an additional Supplemental Confirmation with Goldman, consisting of an uncollared ASR (the "August 2011 Uncollared ASR Agreement"). Details of these transactions are described further below.

In accordance with the Equity topic of the FASB Accounting Standards Codification ("ASC"), the Company accounted for each agreement with Goldman as two separate transactions: (i) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date and (ii) as a forward contract indexed to the Company’s own common stock. As such, the Company accounted for the shares that it received under the May 2011 ASR Agreements and the August 2011 Uncollared ASR Agreement as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contracts indexed to the Company’s common stock met all of the applicable criteria for equity classification in accordance with the Derivatives and Hedging topic of the FASB ASC and, therefore, were not accounted for as derivative instruments.

May 2011 ASR Agreements

Under the May 2011 ASR Agreements, the Company paid Goldman $100.0 million in May 2011, and, during the six months ended September 30, 2011, Goldman delivered 2,831,519 shares of the Company's common stock.

Under the Collared ASR Agreement, the number of shares repurchased by the Company was based generally on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the Collared ASR Agreement, subject to collar provisions that established minimum and maximum numbers of shares based on the average VWAP over an initial hedge period. In May 2011, the Company paid Goldman $50.0 million in exchange for an initial delivery to the Company of 867,690 shares valued at the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares were known. Goldman delivered an additional 360,865 shares to the Company in May 2011 valued at the closing price of the Company's common stock of $35.16 on May 23, 2011 which was the date the initial hedge period ended. The remaining $4.7 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet until settlement.

In August 2011, Goldman accelerated the end of the repurchase period and the Company received an additional 170,370 shares of its common stock upon the settlement of the Collared ASR Agreement. Accordingly, the Company received a total of 1,398,925 shares from Goldman under the Collared ASR through September 30, 2011 at a total cost of $50.0 million and an average price per share of $35.74 based on the VWAP of the Company's common stock during the term of the Collared ASR Agreement, less a discount. As of September 30, 2011, the entire repurchase price of $50.0 million is reflected as Treasury stock, at cost, in the Condensed consolidated balance sheet.

Under the Uncollared ASR Agreement, the number of shares repurchased by the Company was based generally on the VWAP of the Company's common stock during the term of the Uncollared ASR Agreement. In May 2011, the Company paid Goldman $50.0 million in exchange for an initial delivery to the Company of 954,459 shares, valued at the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares were known. Accordingly, the total consideration allocated to stock repurchases under the Uncollared ASR Agreement was $35.8 million. The remaining $14.2 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet until settlement. In August 2011, Goldman accelerated the end of the repurchase period and the Company received an additional 478,135 shares of its common stock upon the settlement of the Uncollared ASR Agreement. Accordingly, the Company received a total of 1,432,594 shares from Goldman under the Uncollared ASR Agreement through September 30, 2011 at a total cost of $50.0 million and an average price per share of $34.90 based on the VWAP of the Company's common stock during the term of the Uncollared ASR Agreement, less a discount. As of September 30, 2011, the entire repurchase price of $50.0 million is reflected as Treasury stock, at cost, in the Condensed consolidated balance sheet.

August 2011 Uncollared ASR Agreement

Under the August 2011 Uncollared ASR Agreement, the Company will repurchase shares of its common stock for an aggregate purchase price of $50.0 million. The $50.0 million was paid in August 2011, and the Company received an initial delivery of 1,136,364 shares. Goldman borrowed the shares that were delivered to the Company and is obligated to purchase sufficient shares of the Company's common stock in the open market to return to lenders over the term of the agreement. The initial delivery to the Company represented approximately 70% of the shares expected to be repurchased based on the closing price of the Company's common stock of $30.80 on August 19, 2011, which was the date the major terms of the agreement to purchase the shares were known.

The August 2011 Uncollared ASR Agreement is expected to conclude no later than March 27, 2012, although in certain circumstances the termination date may be accelerated at Goldman's option. The actual number of shares repurchased will be determined at the completion of the August 2011 ASR Agreement. The Company received a total of 1,136,364 shares under the August 2011 Uncollared ASR Agreement during the three months ended September 30, 2011.

Under the August 2011 Uncollared ASR Agreement, the number of shares to be repurchased by the Company is based generally on the VWAP of the Company's common stock during the contractual term. At the conclusion of the August 2011 Uncollared ASR Agreement, the Company, at its election, may receive additional shares or may be required to pay additional cash or shares based generally on the VWAP of the Company's common stock during the term of the agreement. Based on the initial number of shares delivered and the Company's stock price on the date at which the major terms of the agreement to purchase the shares were known, the total consideration allocated to stock repurchases under the August 2011 Uncollared ASR Agreement was $35.0 million. The remaining $15.0 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet as of September 30, 2011.