DEBT

6 Months Ended

Jun. 30, 2011

DEBT

DEBT

8.            DEBT

                Short-term borrowings and current portion of long-term debt at June 30, 2011 and December 31, 2010 consisted of the following:

	June 30, 2011	December 31, 2010
Borrowings under Secured Receivables Credit Facility	$      85,000	$                -
Current portion of long-term debt	909,675	348,996
Total short-term borrowings and current portion of long-term debt	$   994,675	$   348,996

Long-term debt at June 30, 2011 and December 31, 2010 consisted of the following:

	June 30, 2011	December 31, 2010
Senior Notes due July 2011	$   159,266	$   159,234
Term Loan due May 2012	742,000	742,000
Floating Rate Senior Notes due March 2014	200,000	-
Senior Notes due November 2015	499,307	499,227
Senior Notes due April 2016	303,153	-
Senior Notes due July 2017	374,521	374,480
Senior Notes due January 2020	509,179	503,770
Senior Notes due April 2021	549,106	-
Senior Notes due July 2037	420,918	420,840
Senior Notes due January 2040	438,114	243,422
Other	47,042	47,183
Total long-term debt	4,242,606	2,990,156
Less: current portion of long-term debt	909,675	348,996
Total long-term debt, net of current portion	$ 3,332,931	$ 2,641,160

2011 Senior Notes Offering

On March 24, 2011, the Company completed a $1.25 billion senior notes offering (the "2011 Senior Notes").  The 2011 Senior Notes were sold in four tranches: (a) $200 million aggregate principal amount of three-month LIBOR plus 0.85% floating rate senior notes due March 24, 2014 (the "Floating Rate Senior Notes due 2014"), issued at par, (b) $300 million aggregate principal amount of 3.20% senior notes due April 1, 2016 (the "Senior Notes due 2016"), issued at a discount of $0.3 million, (c) $550 million aggregate principal amount of 4.70% senior notes due April 1, 2021 (the "Senior Notes due 2021"), issued at a discount of $0.9 million and (d) $200 million aggregate principal amount of 5.75% senior notes due January 30, 2040 (the "Senior Notes due 2040"), issued at a discount of $5.5 million.  The Senior Notes due 2040 are a reopening of the $250 million aggregate principal amount of 5.75% Senior Notes due 2040 issued on November 17, 2009.  After considering the discounts, the effective interest rates on the Senior Notes due 2016, the Senior Notes due 2021 and the Senior Notes due 2040 are 3.22%, 4.72% and 5.95%, respectively.  The Floating Rate Senior Notes due 2014 require quarterly interest payments, which commenced on June 24, 2011.  The three-month LIBOR was 0.25% at June 30, 2011.  The Senior Notes due 2016 and the Senior Notes due 2021 require semi-annual interest payments, which commence on October 1, 2011.  The Senior Notes due 2040 require semi-annual interest payments, which commence on July 30, 2011.  The 2011 Senior Notes are unsecured obligations of the Company and rank equally with the Company's other unsecured obligations.  The 2011 Senior Notes do not have a sinking fund requirement and are guaranteed by certain of the Company's domestic, wholly-owned subsidiaries (the "Subsidiary Guarantors").

The Company incurred $10.4 million of costs associated with the 2011 Senior Notes, which is being amortized over the term of the related debt.

The Company used $750 million of the net proceeds from the 2011 Senior Notes to fund the purchase price and related transaction costs associated with its acquisition of Athena, which closed on April 4, 2011 (See Note 4), and $485 million of the net proceeds, together with $90 million of cash on hand, to repay outstanding indebtedness under the Company's senior unsecured revolving credit facility and its secured receivables credit facility.

As further discussed in Note 9, the Company has hedged its interest rate exposure on a portion of the Senior Notes due 2016 and on a portion of the Senior Notes due 2020 which have been designated as fair value hedges. The carrying value of the Senior Notes due 2016 has been increased by the fair value of the related hedge of $3.4 million in the consolidated balance sheet as of June 30, 2011.  At June 30, 2011 and December 31, 2010, the carrying value of the Senior Notes due 2020 has been increased by the fair value of the related hedge of $15.5 million and $10.5 million, respectively.

As of June 30, 2011, long-term debt matures as follows:

Fiscal Year Ending December 31,
Remainder of 2011	$    345,432
2012	568,175
2013	7,766
2014	207,365
2015	504,814
2016	300,779
Thereafter	2,313,980
Total maturities of debt	4,248,311
Unamortized discount	(24,644)
Fair value basis adjustment attributable to hedged debt	18,939
Total debt	4,242,606
Current portion of long-term debt	(909,675)
Total long-term debt, net of current portion	$ 3,332,931

            A full description of the terms of the Company's indebtedness and related service requirements is contained in Note 10 to the Consolidated Financial Statements in the Company's 2010 Annual Report on Form 10-K.