ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 20, 2009, the Company issued a press release updating its outlook for the third quarter of 2009. The October 20, 2009 press release is attached as Exhibit 99.1 to this Form 8-K.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 - OTHER EVENTS

On October 20, 2009, the Company issued a press release announcing that the Company commenced a registered public offering of $500 million of Senior Notes due 2019. The October 20 press release is attached as Exhibit 99.2 to this Form 8-K.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated October 20, 2009*
99.2 Press Release dated October 20, 2009

*As described in Item 2.02 of this Report, Exhibit 99.1 is furnished as part of this Current Report on Form 8-K.

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