3. 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 first quarter of 2011 and 2010:


	First Quarter
	2011			2010
	(in millions)
Weighted-average Common Shares:
Issued Shares		330			323
Treasury Shares		(13	)		0

Basic Shares		317			323
Effect of Dilutive Options and Restricted Stock		11			10

Diluted Shares		328			333

Anti-dilutive Options and Awards (a)		2			3

(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 during the first quarter of 2011 and 2010:


	Amount Authorized		Shares Repurchased				Amount Repurchased
	Amount Authorized		2011		2010		Amount Repurchased
	(in millions)		(in thousands)				(in millions)
March 2011 (a)	$	500		13,241		NA	$	481
November 2010 (b)		200		3,431		NA		109
March 2010 (c)		200		NA		85		2

Total Shares Repurchased				16,672		85

(a)	The March 2011 repurchase program had $19 million remaining as of April 30, 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 March 2011 repurchase program, $33 million of share repurchases were reflected in Accounts Payable on the April 30, 2011 Consolidated Balance Sheet and were settled in May 2011. There were no share repurchases reflected in accounts payable as of May 1, 2010.

Subsequent to April 30, 2011, the Company completed the March 2011 repurchase program and the Company's Board of Directors approved a new $500 million share repurchase program in conjunction with the completion of the March 2011 repurchase program. Subsequent to April 30, 2011, the Company repurchased an additional 1.8 million shares of common stock for $75 million under the two repurchase programs.

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 January 2011, the Company's Board of Directors declared its first quarter 2011 common stock dividend of $0.20 per share. The dividend totaling $64 million was paid on March 11, 2011. This is a $0.05 increase from the Company's previous quarterly dividends.

Subsequent to April 30, 2011, the Company's Board of Directors declared a special dividend of $1 per share. The special dividend, estimated to total $310 million, will be 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 will adjust both the exercise price and the number of share-based awards outstanding as of the record date.