Earnings Per Share

In the three months ended March 31, 2012 we were required to use the two-class method for calculating earnings per share, as further discussed below, as the applicable market value of our common stock was below $33.00 per common share in the period ended March 31, 2012.

Basic and diluted earnings per share are computed by dividing Net income attributable to common stockholders by the weighted-average common shares outstanding in the period. Diluted earnings per share is computed by giving effect to all potentially dilutive securities that were outstanding.

The following tables summarize basic and dilutive earnings per share (in millions, except for per share amounts):



	Three Months Ended March 31,
	2012			2011
Basic earnings per share
Net income attributable to stockholders(a)	$	1,315		$	3,366
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(b)	(311		)	(215		)
Net income attributable to common stockholders	$	1,004		$	3,151
Weighted-average common shares outstanding - basic	1,572			1,504
Basic earnings per common share	$	0.64		$	2.09
Diluted earnings per share
Net income attributable to stockholders(a)	$	1,315		$	3,366
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(c)	(305		)	(215		)
Add: preferred dividends to holders of Series B Preferred Stock	—			59
Net income attributable to common stockholders	$	1,010		$	3,210
Weighted-average shares outstanding - diluted
Weighted-average common shares outstanding - basic	1,572			1,504
Dilutive effect of warrants	116			162
Dilutive effect of conversion of Series B Preferred Stock	—			148
Dilutive effect of restricted stock units (RSUs)	4			3
Weighted-average common shares outstanding - diluted	1,692			1,817
Diluted earnings per common share	$	0.60		$	1.77

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(a)	Includes earned but undeclared dividends of $26 million on our Series A Preferred Stock and $20 million on our Series B Preferred Stock in the three months ended March 31, 2012 and 2011.


(b)	Includes cumulative dividends on preferred stock of $215 million and earnings of $96 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2012 and cumulative dividends on preferred stock of $215 million in the three months ended March 31, 2011.


(c)	Includes cumulative dividends on preferred stock of $215 million and earnings of $90 million that have been allocated to the Series B Preferred Stock holders in the three months ended March 31, 2012 and cumulative dividends on preferred stock of $215 million in the three months ended March 31, 2011.

Three Months Ended March 31, 2012

We applied the two-class method to calculate basic earnings per share and the more dilutive of the two-class or the if-converted method to calculate diluted earnings per share. Under the two-class method for computing earnings per share, undistributed earnings are allocated to common stock and the Series B Preferred Stock according to their respective participation rights in undistributed earnings, as if all the earnings for the period had been distributed. This allocation to the Series B Preferred Stock holders reduced Net income attributable to common stockholders, resulting in a lower basic and dilutive earnings per share amount. Variability may result in our calculation of earnings per share from period to period depending on whether the application of the two-class method is required.

The application of the two-class method resulted in an allocation of undistributed earnings to our Series B Preferred Stock holders and, accordingly, 152 million common stock equivalents from the assumed conversion of the Series B Preferred Stock are not considered outstanding for purposes of determining the weighted-average common shares outstanding in the computation of diluted earnings per share.

MLC distributed all of its 272 million warrants for our common stock to its unsecured creditors and the GUC Trust. The warrant holders may exercise the warrants at any time prior to their respective expiration dates. Upon exercise of the warrants the shares issued will be included in the number of basic shares outstanding used in the computation of earnings per share.

Warrants to purchase 313 million shares of our common stock were outstanding at March 31, 2012, of which 46 million shares were not included in the computation of diluted earnings per share because the warrants' exercise price was greater than the average market price of the common shares. Under the treasury stock method, the assumed exercise of the remaining warrants resulted in 116 million dilutive shares.

Diluted earnings per share included the effect of 18 million unvested RSUs granted to certain global executives. The Adjustment Shares were excluded from the computation of basic and diluted earnings per share as the condition that would result in the issuance of the Adjustment Shares was not satisfied.

Three Months Ended March 31, 2011

Because the applicable market value of our common stock was within the price range of $33.00 to $39.60 per common share for the three months ended March 31, 2011, we were not required to use the two-class method for purposes of calculating basic earnings per share. The dilutive effect of these securities was determined by assuming conversion of the securities at the beginning of the period resulting in an increase to the weighted-average common shares outstanding and an increase to Net income attributable to common stockholders for accumulated dividends on our Series B Preferred Stock.

Warrants to purchase 318 million shares of our common stock were outstanding, of which 46 million shares were not included in the computation of diluted earnings per share because the warrants' exercise price was greater than the average market price of our common stock. Under the treasury stock method, the assumed exercise of warrants to purchase the remaining warrants resulted in 162 million dilutive shares.

Diluted earnings per share included the effect of 15 million unvested RSUs granted to certain global executives. The Adjustment Shares were excluded from the computation of basic and diluted earnings per share as the condition that would result in the issuance of the Adjustment Shares was not satisfied.

In July 2011 the 61 million shares of common stock contributed to our pension plans in January 2011 met the criteria to qualify as plan assets for accounting purposes. These shares were not considered outstanding for earnings per share purposes in the three months ended March 31, 2011.