Earnings Per Share

In the three and six months ended June 30, 2012 and 2011 we were required to use the two-class method for calculating basic earnings per share and the more dilutive of the two-class or the if-converted method to calculate diluted earnings per share as the applicable market value of our common stock was below $33.00 per common share in the periods ended June 30, 2012 and 2011. 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.

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						Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Basic earnings per share
Net income attributable to stockholders(a)	$	1,846		$	2,992		$	3,161		$	6,358
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(b)	(359		)	(468		)	(670		)	(971		)
Net income attributable to common stockholders	$	1,487		$	2,524		$	2,491		$	5,387
Weighted-average common shares outstanding - basic	1,569			1,505			1,571			1,505
Basic earnings per common share	$	0.95		$	1.68		$	1.59		$	3.58
Diluted earnings per share
Net income attributable to stockholders(a)	$	1,846		$	2,992		$	3,161		$	6,358
Less: cumulative dividends on preferred stock and undistributed earnings allocated to Series B Preferred Stock participating security(c)	(350		)	(447		)	(655		)	(924		)
Net income attributable to common stockholders	$	1,496		$	2,545		$	2,506		$	5,434
Weighted-average shares outstanding - diluted
Weighted-average common shares outstanding - basic	1,569			1,505			1,571			1,505
Dilutive effect of warrants	98			147			106			154
Dilutive effect of restricted stock units (RSUs)	4			2			4			2
Weighted-average common shares outstanding - diluted	1,671			1,654			1,681			1,661
Diluted earnings per common share	$	0.90		$	1.54		$	1.49		$	3.27

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(a)	Includes earned but undistributed dividends of $26 million on our Series A Preferred Stock and $20 million on our Series B Preferred Stock in the three and six months ended June 30, 2012 and 2011.

(b)

Includes cumulative dividends on preferred stock of $214 million and earnings of $145 million that have been allocated to the Series B Preferred Stock holders in the three months ended June 30, 2012 and cumulative dividends on preferred stock of $214 million and earnings of $254 million that have been allocated to the Series B Preferred Stock holders in the three months ended June 30, 2011. Includes cumulative dividends on preferred stock of $429 million and earnings of $241 million that have been allocated to the Series B Preferred Stock holders in the six months ended June 30, 2012 and cumulative dividends on preferred stock of $429 million and earnings of $542 million allocated to the Series B Preferred Stock holders in the six months ended June 30, 2011.

(c)

Includes cumulative dividends on preferred stock of $214 million and earnings of $136 million that have been allocated to the Series B Preferred Stock holders in the three months ended June 30, 2012 and cumulative dividends on preferred stock of $214 million and earnings of $233 million that have been allocated to the Series B Preferred Stock holders in the three months ended June 30, 2011. Includes cumulative dividends on preferred stock of $429 million and earnings of $226 million that have been allocated to the Series B Preferred Stock holders in the six months ended June 30, 2012 and cumulative dividends on preferred stock of $429 million and earnings of $495 million that have been allocated to the Series B Preferred Stock holders in the six months ended June 30, 2011.

Three and Six Months Ended June 30, 2012

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.

In 2011 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 June 30, 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 98 million and 106 million dilutive shares in the three and six months ended June 30, 2012.

Diluted earnings per share included the effect of 17 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 and Six Months Ended June 30, 2011

Warrants to purchase 317 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 147 million and 154 million dilutive shares in the three and six months ended June 30, 2011.

Diluted earnings per share included the effect of 14 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 and six months ended June 30, 2011.