The shares repurchased in the first quarter, shown in the table below, were repurchased under our authorized share repurchase program that expired on March 31, 2011. Effective April 1, 2011, our Board of Directors authorized the repurchase of 40 million common shares of UPC by March 31, 2014, replacing our previous repurchase program. The shares repurchased in the second quarter, shown in the table below, were purchased under the new program. As of June 30, 2011, we had repurchased a total of $4.8 billion of UPC common stock since the commencement of purchases under our repurchase programs.

	Number of Shares Purchased		Average Price Paid
	2011	2010		2011		2010
First quarter [a]	2,636,178	-	$	94.10	$	-
Second quarter	3,576,399	6,496,400		100.75		71.74
Total	6,212,577	6,496,400	$	97.92	$	71.74

Remaining number of shares that may yet be repurchased						36,423,601

[a] Shares repurchased in the first quarter were authorized by a prior share repurchase program, which expired March 31, 2011.

Management's assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Repurchased shares are recorded in treasury stock at cost, which includes any applicable commissions and fees.