Notes to Consolidated Financial Statements
   
7. Capital Stock

There were 2,400,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized at December 31, 2000 and 1999. Of the authorized preferred shares, there is a series of shares (21,948 and 24,241 outstanding at December 31, 2000 and 1999, respectively) which is designated as $2.00 convertible preferred stock. Each share of the $2.00 series is convertible at the option of the holder into 36 shares of common stock. This series may be called for redemption at $60.00 per share plus accrued dividends.
    On October 7, 1999, the Company's Board of Directors declared a dividend of one preferred share purchase right for each share of common stock outstanding on October 18, 1999. The rights also will apply to all future stock issuances. Each right permits the holder, under certain circumstances and upon the occurrence of certain events, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company (the Series A Preferred Stock) at an exercise price of $225 per one one-thousandth of a share of Series A Preferred Stock under a Rights Plan relating to such Series A Preferred Stock. The 5,000,000 shares of preferred stock authorized will be used for the exercise of any preferred share purchase rights. The Rights Plan has provisions that are triggered if any person or group acquires beneficial ownership of 15% or more of the outstanding common stock or acquires the Company in a merger or other business combination (an Acquiring Person). In such event, stockholders (other than the Acquiring Person) would receive stock of the Company or the Acquiring Person, as the case may be, having a market value of twice the exercise price along with substantially increased voting and dividend rights, among other things. The rights expire on October 7, 2009, and prior to there being an Acquiring Person, the Company may redeem the rights issued under the Rights Plan for $0.01 per right. The Board can, except with respect to the redemption price, amend the Rights Plan in any manner without the consent of the holders of the rights, provided that such amendment does not adversely affect the rights of the holder at any time after there is an Acquiring Person.
    Changes in outstanding common shares during 2000, 1999 and 1998 were as follows:

(In thousands except
per share amounts)
2000 1999 1998
Balance at January 1 1,303,916  1,312,399  1,300,755 
Issued for stock options 15,123  10,589  19,811 
Purchases of common stock for treasury (7,414) (19,226) (8,284)
Conversions of preferred stock (2,293, 1,239 and 3,365 shares
   in 2000, 1999 and 1998, respectively) and other exchanges
149  154  117 
Balance at December 31 1,311,774  1,303,916  1,312,399 

    The Company has a common stock repurchase program under which the Company is authorized to repurchase common shares. At December 31, 2000, the Company was authorized to repurchase 6,492,460 common shares in the future.