As of December 31, 2002, 14,323,687 shares were available for grant under the 1997 Plan, and 3,715,168 shares were available for grant under the Incentive Compensation Plan.

The following table summarizes information about stock options outstanding at December 31, 2002 (shares in thousands):

The Company has determined the weighted average fair values of stock-based arrangements granted, including ShareValue Trust, during 2002, 2001 and 2000 to be $16.78, $21.35 and $18.18, respectively. The fair values of stock-based compensation awards granted and of potential distributions under the ShareValue Trust arrangement were estimated using a binomial option-pricing model with the following assumptions:

Other stock unit awards The total number of stock unit awards that are convertible only to common stock and not contingent upon stock price were 1,823,591, 1,597,343 and 1,880,544 as of December 31, 2002, 2001 and 2000, respectively.

Note 18 – Shareholders’ Equity

In August 1998, the Board of Directors approved a resolution authorizing management to repurchase up to 15% of the Company’s issued and outstanding stock as of June 30, 1998 (excluding shares held by the ShareValue Trust), which amounted to 145,899,000 shares. This repurchase program was completed in 2000. In December 2000 an additional repurchase program was authorized by the Board of Directors. Under this resolution, management is authorized to repurchase up to 85,000,000 shares. The Company did not repurchase any shares during the yeat ended December 31, 2002. As of December 31, 2001, the Company had repurchased 40,734,500 shares.

Twenty million shares of authorized preferred stock remain unissued.

Note 19 – Derivative Financial Instruments

Derivative and hedging activities As adopted January 1, 2001, the Company accounts for derivatives pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. This standard requires that all derivative instruments be recognized in the financial statements and measured at fair value regardless of the purpose or intent for holding them. The adoption of SFAS No. 133 in 2001 resulted in a transition gain of $1 on the Consolidated Statements of Operations shown under the caption ‘Cumulative effect of accounting change, net of tax,’ and a net loss of $18 ($11 net of tax) recorded to accumulated other comprehensive income.

The Company is exposed to a variety of market risks, including the effects of changes in interest rates, foreign currency exchange rates, and commodity prices. These exposures are managed, in part, with the use of derivatives. Interest rate swap contracts under which the Company agrees to pay fixed rates of interest are generally designated as cash flow hedges of variable- rate debt obligations. The Company uses interest rate swaps to adjust the amount of total debt that is subject to variable and fixed interest rates. The following is a summary of the Company’s risk management strategies and the effect of these strategies on the consolidated financial statements.