Shareholders' Equity

6 Months Ended

Jun. 30, 2011

7. Shareholders’ Equity

Share Repurchase Programs

In February 2011 we entered into an accelerated share repurchase, or ASR, agreement to repurchase shares of our Class A common stock, which was recorded as a reduction to shareholders’ equity. Under the ASR program, a majority of the shares repurchased were immediately retired and, due to the average daily volume weighted average price of our Class A common stock during the specified term, we received additional shares back at the conclusion of the program.

Under the terms of the ASR, in February 2011 we paid $300 million and immediately received and cancelled 6 million shares of our Class A common stock. Under the terms of the agreement, $41 million was pending final settlement during the three months ended June 30, 2011, which occurred in May 2011. Subsequently, we received an additional 1 million shares. The repurchases completed under our ASR were repurchased at a weighted average price of $42.64.

In February 2010, we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset dilution of incremental grants of stock awards associated with our stock incentive plans. The maximum number of shares of our Class A common stock that may be repurchased in any one year (including under an ASR or other arrangement) is equal to the total number of shares issued pursuant to our equity awards in the previous year and the current year. Our February 2010 share repurchase program does not have an expiration date and may be suspended at any time at the discretion of the Board of Directors.

In addition to the shares repurchased under the ASR, we repurchased approximately 6 million and 4 million shares of our Class A common stock at a weighted average price of $34.98 and $31.88 per share in the three months ended June 30, 2011 and 2010, respectively, and approximately 10 million and 9 million shares of our Class A common stock at a weighted average price of $36.84 and $30.65 per share in the six months ended June 30, 2011 and 2010, respectively.

Repurchases under our share repurchase programs were and are intended to be made in open market or privately negotiated transactions in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Quarterly Dividend

In January 2011, our Board of Directors adopted an amendment to the existing dividend policy pursuant to which we increased the quarterly cash dividend by 12.5% to $0.09 per share ($0.36 per share on an annual basis) and declared a quarterly cash dividend of $0.09 per share payable to holders of our common stock. In the three months ended June 30, 2011and 2010 we paid $48 million and $40 million, respectively, and $97 million and $80 million in the six months ended June 30, 2011 and 2010, respectively, in dividends to holders of our Class A and Class B common stock. These dividends were paid from U.S. domestic sources other than our retained earnings and are accounted for as reductions of shareholders’ equity.

Comprehensive Income

The components of comprehensive income, net of taxes, are as follows:


	Six Months Ended
	June 30,
	2011		2010
	(In millions)
Net income	$	403	$	488
Other comprehensive income (loss):
Unrealized gain on marketable securities		5		2
Translation adjustments		20		(3	)

Total comprehensive income	$	428	$	487

- Definition

Disclosures related to accounts comprising shareholders' equity, including other comprehensive income. Includes: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables; effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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