Earnings Per Share and Shareholders’ Equity

Earnings Per Share

Earnings per basic share are computed based on the weighted-average number of outstanding common shares. Earnings per diluted share include the weighted-average effect of dilutive options and restricted stock on the weighted-average shares outstanding.

The following table provides shares utilized for the calculation of basic and diluted earnings per share for the third quarter and year-to-date of 2011 and 2010:



	Third Quarter				Year-to-Date
	2011		2010		2011		2010
	(in millions)
Weighted-average Common Shares:
Issued Shares	334		326		333		325
Treasury Shares	(36	)	(4	)	(26	)	(1	)
Basic Shares	298		322		307		324
Effect of Dilutive Options and Restricted Stock	10		10		10		9
Diluted Shares	308		332		317		333
Anti-dilutive Options and Awards (a)	1		1		1		2


(a)	These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Shareholders’ Equity

Share Repurchases

Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs for year-to-date 2011 and 2010:



	Amount		Shares Repurchased		Amount Repurchased
Repurchase Program	Authorized		2011	2010	2011		2010
	(in millions)		(in thousands)		(in millions)
May 2011 (a)	$	500	12,535	NA	$	468	NA
March 2011	500		13,695	NA	500		NA
November 2010 (b)	200		3,431	NA	109		NA
March 2010 (c)	200		NA	5,714	NA		147
Total			29,661	5,714	$	1,077	$	147


(a)	The May 2011 repurchase program had $32 million remaining as of October 29, 2011.


(b)	The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.


(c)	The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.


NA	Not applicable

For the May 2011 repurchase program, $4 million of share repurchases were reflected in Accounts Payable on the October 29, 2011 Consolidated Balance Sheet and were settled in November 2011.

Subsequent to October 29, 2011, the Company completed the May 2011 repurchase program and the Company's Board of Directors approved a new $250 million share repurchase program ("November 2011 repurchase program") in conjunction with the completion of the May 2011 repurchase program.

Subsequent to October 29, 2011, the Company repurchased an additional 0.8 million shares of common stock for $32 million under the May 2011 repurchase program and an additional 0.6 million shares of common stock for $26 million under the November 2011 repurchase program.

Dividends

In March 2010, the Company’s Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $325 million, was distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010. In accordance with the anti-dilutive provisions of the 1993 Stock Option and Performance Incentive Plan, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date of the special dividend. The aggregate fair value, the aggregate intrinsic value and the ratio of the exercise price to the market price were approximately equal immediately before and after the adjustment. Therefore, no compensation expense was recognized.

In May 2011, the Company’s Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $304 million, was distributed on July 1, 2011 to shareholders of record at the close of business on June 17, 2011. Consistent with the March 2010 special dividend, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date.

Subsequent to October 29, 2011, the Company declared a special dividend of $2 per share, estimated to total $600 million. The special dividend will be distributed on December 23, 2011 to shareholders of record at the close of business on December 12, 2011.