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ABBOTT LABORATORIES

Note 9 — Conclusion of TAP Pharmaceutical Products Inc. Joint Venture

On April 30, 2008, Abbott and Takeda concluded their TAP Pharmaceutical Products Inc. (TAP) joint venture, evenly splitting the value and assets of the joint venture. Abbott exchanged its 50 percent equity interest in TAP for the assets, liabilities and employees related to TAP’s Lupron business. Beginning on May 1, 2008, Abbott began recording U.S. Lupron net sales and costs in its operating results and no longer records income from the TAP joint venture. Abbott receives payments based on specified development, approval and commercial events being achieved with respect to products retained by Takeda and payments from Takeda based on sales of products retained by Takeda, which are recorded by Abbott as Other (income) expense, net as earned. Abbott also agreed to remit cash to Takeda if certain research and development events are not achieved on the development assets retained by Takeda. These amounts were recorded as a liability at closing in the amount of approximately $1.1 billion. Of the $1.1 billion, Abbott made tax-deductible payments of $83 million in 2009 and $200 million in 2008 and Abbott will make a tax-deductible payment of approximately $36 million in 2010. In the first quarter of 2009, events occurred resulting in the remaining payments not being required and the remaining liability in the amount of $797 million was derecognized and recorded as income in Other (income) expense, net. The 50 percent-owned joint venture was accounted for under the equity method of accounting. Summarized financial information for TAP for the nine months ended September 30, 2008 are as follows: (dollars in millions)

Net sales	$	853
Cost of sales	229
Income before taxes	356
Net earnings	238

AES CORP

13. DISCONTINUED OPERATIONS

In December 2008, the Company completed the sale of its 70% equity interest in Jiaozuo AES Wanfang Power Co., Ltd. (“Jiaozuo”), which was reported in the Asia Generation segment, for approximately $73 million, net of any withholding taxes.

The following table summarizes the revenue, income tax expense, income from operations of the discontinued businesses and loss on the disposal of discontinued businesses for the three and nine months ended September 30, 2008:


	Three Months Ended September 30, 2008			Nine Months Ended September 30, 2008
	(in millions)
Revenue	$	26		$	69

Income from operations of discontinued businesses	$	(2	)	$	1
Income tax benefit		-			-

Income from operations of discontinued businesses, net of tax	$	(2	)	$	1

Loss on disposal of discontinued operations	$	-		$	(1	)

ALCOA INC

C. Discontinued Operations and Assets Held for Sale – For all periods presented in the accompanying Statement of Consolidated Operations, the Electrical and Electronic Solutions (EES) business was classified as discontinued operations.

The following table details selected financial information for the EES business included within discontinued operations:


	Third quarter ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Sales	$	18		$	264		$	291		$	1,016

Loss from operations before income taxes	$	—		$	(54	)	$	(219	)	$	(59	)
Benefit for income taxes		(4	)		(16	)		(64	)		(18	)

Income (loss) from discontinued operations	$	4		$	(38	)	$	(155	)	$	(41	)

In the 2009 third quarter, income from discontinued operations was comprised of the operational results of the electronics portion of the EES business and a $4 income tax benefit related to the divestiture of the wire harness and electrical portion of the EES business. In the 2009 nine-month period, the loss from discontinued operations included a $116 loss on the divestiture of the wire harness and electrical portion of the EES business (see Note E) and the remainder was the operational results of the EES business. In the 2008 third quarter and nine-month period, discontinued operations included the operational results of the EES business and a loss of $1 due to a settlement of litigation related to the telecommunications business prior to its divestiture in 2005.

For both periods presented in the accompanying Consolidated Balance Sheet, the assets and liabilities of operations classified as held for sale include the electronics portion of the EES business, the Global Foil business (in August 2009, Alcoa signed an agreement to sell the Shanghai (China) plant, which is expected to close in the fourth quarter of 2009—see Note Q), the Transportation Products Europe business, and the Hawesville, KY automotive casting facility. Additionally, the wire harness and electrical portion of the EES Business, the wireless component of the previously divested telecommunications business, and a small automotive casting business in the U.K. were classified as held for sale as of December 31, 2008.

The major classes of assets and liabilities of operations held for sale are as follows:


	September 30, 2009		December 31, 2008
Assets:
Receivables	$	75	$	99
Inventories		39		102
Properties, plants, and equipment		33		30
Other assets		32		16

Assets held for sale	$	179	$	247

Liabilities:
Accounts payable, trade	$	42	$	101
Accrued expenses		29		28
Other liabilities		5		1

Liabilities of operations held for sale	$	76	$	130

ALTRIA GROUP, INC.

Note 7. Divestitures:

As discussed in Note 1. Background and Basis of Presentation, on March 28, 2008, Altria Group, Inc. distributed all of its interest in PMI to Altria Group, Inc. stockholders in a tax-free distribution.

Summarized financial information for discontinued operations for the nine months ended September 30, 2008 was as follows (in millions):


	For the Nine Months Ended September 30, 2008
Net revenues	$	15,376


Earnings before income taxes	$	2,701
Provision for income taxes		(800	)

Earnings from discontinued operations, net of income taxes		1,901
Earnings attributable to noncontrolling interests		(61	)

Earnings from discontinued operations	$	1,840

AMERICAN EXPRESS CO

2. Discontinued Operations

On September 18, 2007, the Company entered into an agreement to sell its international banking subsidiary, American Express Bank Ltd. (AEB), to Standard Chartered PLC (Standard Chartered), and to sell American Express International Deposit Company (AEIDC) through a put/call agreement to Standard Chartered 18 months after the close of the AEB sale. The sale of AEB was completed on February 29, 2008. In the third quarter of 2008, AEIDC qualified to be reported as a discontinued operation; the sale of AEIDC was completed on September 10, 2009.

For all periods presented, all of the operating results, assets and liabilities, and cash flows of AEB (except for certain components of AEB that were not sold) and AEIDC have been removed from the Corporate & Other segment and are presented separately in discontinued operations in the Company’s Consolidated Financial Statements. The Notes to the Consolidated Financial Statements have been adjusted to exclude discontinued operations unless otherwise noted.

Aon Corp

5. Disposal of Operations

Continuing Operations

In December 2008, Aon signed a definitive agreement to sell the U.S. operation of the premium finance business of Cananwill, Inc. (“Cananwill”). This disposition was completed in February 2009. Cananwill’s results are included in the Risk and Insurance Brokerage Services segment. A pretax loss totaling $7 million was recognized, of which $2 million was recorded in first quarter 2009 and $5 million in fourth quarter 2008. This disposal did not meet the criteria for discontinued operations reporting. Aon may receive up to $10 million from the buyer over the next two years based on the volume of insurance premiums and related obligations financed by the buyer over this period that are generated by certain of Cananwill’s producers.

Discontinued Operations

Property and Casualty Operations

In January 2009, the Company signed a definitive agreement to sell FFG Insurance Company (“FFG”), Atlanta International Insurance Company (“AIIC”) and Citadel Insurance Company (“Citadel”) (together the “P&C operations”). FFG and Citadel are property and casualty insurance operations that were in runoff. AIIC is a property and casualty insurance operation that was previously reported in discontinued operations. The sale was completed in August 2009. A pretax loss totaling $194 million was recognized, of which $3 million was recorded in third quarter 2009 and $191 million in fourth quarter 2008. As part of the sale, the purchaser also assumed an indemnification in respect of certain reinsured property and casualty balances. The fair value of this indemnification was $9 million at June 30, 2009.

AIS Management Corporation

In 2008, Aon reached a definitive agreement to sell AIS Management Corporation (“AIS”), which was previously included in the Risk and Insurance Brokerage Services segment, to Mercury General Corporation, for $120 million in cash at closing, plus a potential earn-out of up to $35 million payable over the two years following the completion of the agreement. The disposition was completed in January 2009 and resulted in a pretax gain of $86 million in first quarter 2009.

Accident, Life & Health Operations

On April 1, 2008, the Company sold its Combined Insurance Company of America (“CICA”) subsidiary to ACE Limited and its Sterling Life Insurance Company (“Sterling”) subsidiary to Munich Re Group. These two subsidiaries were previously included in the Company’s former Insurance Underwriting segment. After final adjustments, Aon received $2.525 billion in cash for CICA and $341 million in cash for Sterling. Additionally, CICA paid a $325 million dividend to Aon before the sale transaction was completed. A pretax gain of $1.4 billion was recognized in the second quarter 2008 on the sale of these businesses.

The operating results of all businesses classified as discontinued operations are as follows (in millions):

	Three months ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009		2008
Revenue:
CICA and Sterling	$	—		$	—		$	—	$	677
AIS	—			23			—		71
P&C Operations	—			1			2		4
	$	—		$	24		$	2	$	752

Income (loss) before income taxes:
Operations:
CICA and Sterling	$	—		$	—		$	—	$	66
AIS	—			(22		)	—		(13		)
P&C Operations	(1		)	(2		)	4		(5		)
Other	—			—			—		(1		)
	(1		)	(24		)	4		47
Gain (loss) on sale	1			(33		)	89		1,393
	$	—		$	(57	)	$	93	$	1,440

Net income (loss):
Operations	$	—		$	(16	)	$	3	$	23
Gain (loss) on sale	3			(22		)	52		947
	$	3		$	(38	)	$	55	$	970

The assets and liabilities reported as held-for-sale were as follows (in millions):

	September 30, 2009		December 31, 2008
Assets:
Investments:
Fixed maturities	$	—	$	104
All other investments	—		68
Receivables	—		24
Property and equipment and other assets	—		41
Total assets	$	—	$	237

Liabilities:
Policy liabilities:
Policy and contract claims	$	—	$	122
Unearned premium reserves and other	—		5
All other liabilities	—		19
Total liabilities	$	—	$	146

Equity:
Invested equity	$	—	$	87
Net unrealized investment gains	—		4
Total equity	$	—	$	91

AVALONBAY COMMUNITIES INC

7. Real Estate Disposition Activities

During the nine months ended September 30, 2009, the Company sold two communities, Avalon at River Oaks, located in San Jose, California and Avalon at Faxon Park, located in Quincy, Massachusetts. These two communities contain an aggregate of 397 apartment homes and were sold for an aggregate sales price of $69,500. These dispositions resulted in a gain in accordance with GAAP of approximately $26,670. As of September 30, 2009, the Company had one community that qualified as discontinued operations and held for sale.

The operations for any real estate assets sold from January 1, 2008 through September 30, 2009 and the real estate assets that qualified as discontinued operations and held for sale as of September 30, 2009 have been presented as such in the accompanying Condensed Consolidated Financial Statements. Accordingly, certain reclassifications have been made in prior periods to reflect discontinued operations consistent with current period presentation.

The following is a summary of income from discontinued operations for the periods presented:

	For the three months ended						For the nine months ended
		9-30-09			9-30-08			9-30-09			9-30-08

Rental income	$	2,141		$	8,043		$	8,174		$	36,751
Operating and other expenses		(655	)		(2,973	)		(2,418	)		(11,662	)
Interest expense, net		--			(237	)		--			(1,314	)
Depreciation expense		(354	)		(1,657	)		(1,758	)		(7,612	)

Income from discontinued operations	$	1,132		$	3,176		$	3,998		$	16,163

BAKER HUGHES INC

NOTE 3. GAIN ON SALE OF PRODUCT LINE

In February 2008, we sold the assets associated with the Completion and Production segment’s Surface Safety Systems (“SSS”) product line and received cash proceeds of $31 million. The SSS assets sold included hydraulic and pneumatic actuators, bonnet assemblies and control systems. We recorded a pre-tax gain of $28 million (approximately $18 million after-tax) in the first quarter of 2008.

Bank of New York Mellon CORP

Note 4 — Discontinued operations

In July 2009, BNY Mellon reached an agreement to sell MUNB, our national bank subsidiary located in Florida. As a result, we applied discontinued operations accounting to this business and the income statements for all periods in this Form 10-Q have been restated. This business, which was previously reported in the Other segment, no longer fits our strategic focus on our asset management and securities servicing businesses. Results for discontinued operations in the third quarter of 2009 were a loss of $19 million primarily related to additional provision for credit losses resulting from the further deterioration of the South Florida real estate market. In the second quarter of 2009, we recorded a pre-tax loss on sale of $85 million, primarily attributable to the elimination of $82 million of goodwill.

Summarized financial information for discontinued operations is as follows:


Discontinued operations assets and liabilities ^(a)
(in millions)	Sept. 30, 2009
Cash and due from banks	$	36
Federal funds sold and securities repurchased under resale agreements		10
Securities		510
Loans		1,548
Allowance for loan losses		(103	)
Net loans		1,445
Premises and equipment		12
Other assets		12
Assets of discontinued operations	$	2,025
Deposits:
Noninterest-bearing	$	525
Interest-bearing		910
Total deposits		1,435
Other liabilities		129
Liabilities of discontinued operations	$	1,564

^(a)

Prior period balance sheets, in accordance with GAAP, were not restated for discontinued operations.


Discontinued operations	Quarter ended									Nine months ended
(in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Fee and other revenue	$	2		$	1		$	(1	)	$	5		$	20

Net interest revenue		14			16			22			47			69
Provision for credit losses		25			62			7			108			21
Net interest revenue after provision for credit losses		(11	)		(46	)		15			(61	)		48

Noninterest expense:
Staff		13			6			7			25			20
Professional, legal and other purchased services		1			1			2			3			8
Net occupancy		1			2			1			4			4
Other		5			5			3			15			15
Goodwill impairment		-			-			-			50			-
Total noninterest expense		20			14			13			97			47
Income (loss) from operations of discontinued operations		(29	)		(59	)		1			(153	)		21
Loss on sale		-			(85	)		-			(85	)		-
Provision (benefit) for income taxes		(10	)		(53	)		1			(87	)		11
Income (loss) from discontinued operations, net of tax	$	(19	)	$	(91	)	$	-		$	(151	)	$	10

All information in these Financial Statements and Notes reflects continuing operations, unless otherwise noted.

BOSTON SCIENTIFIC CORP

NOTE G — DIVESTITURES

During 2007, we determined that our Auditory, Vascular Surgery, Cardiac Surgery, Venous Access and Fluid Management businesses were no longer strategic to our on-going operations. We completed the sale of these businesses in the first quarter of 2008, receiving pre-tax proceeds of approximately $1.3 billion, and eliminated 2,000 positions in connection with these divestitures.

During the first quarter of 2008, we recorded a $250 million gain in connection with the sale of our Fluid Management and Venous Access businesses and our TriVascular Endovascular Aortic Repair (EVAR) program. In February 2008, we completed the sale of our Fluid Management and Venous Access businesses to Navylist Medical (affiliated with Avista Capital Partners) and recorded a pre-tax gain of $234 million associated with this transaction. The Venous Access business was previously a component of our former Oncology business. In March 2008, we sold our EVAR program obtained in connection with our 2005 acquisition of TriVascular, Inc. and recorded a pre-tax gain of $16 million associated with this transaction.

During 2007, we announced our intent to monetize those investments in our portfolio determined to be non-strategic. During 2008, we entered transactions to sell the majority of our investments in, and notes receivable from, certain publicly traded and privately held entities, and received pre-tax proceeds for investments sold of $149 million. During the first nine months of 2009, we completed the sale of our non-strategic investments, and received additional proceeds from sales of investments and collections of notes receivable of $54 million. We recognized a net gain of $3 million associated with these transactions in the first nine months of 2009, and a net loss of $80 million during the first nine months of 2008.

BRISTOL MYERS SQUIBB CO

Note 7. Discontinued Operations

As discussed in our 2008 Annual Report on Form 10-K, the Company completed the divestitures of ConvaTec and Medical Imaging. The results of the ConvaTec and Medical Imaging businesses are included in net earnings from discontinued operations for the three months and nine months ended September 30, 2008. The Medical Imaging business divestiture was completed in the first quarter of 2008, resulting in a pre-tax gain of $25 million (after-tax loss of $43 million). The ConvaTec business divestiture was completed in the third quarter of 2008, resulting in a pre-tax gain of $3,394 million (after-tax gain of $1,982 million).

The following summarized financial information related to the ConvaTec and Medical Imaging businesses has been segregated from continuing operations in 2008 and reported as discontinued operations through the date of disposition and does not reflect the costs of certain services provided to ConvaTec and Medical Imaging by the Company. These costs were not allocated by the Company to ConvaTec and Medical Imaging and were for services that included legal counsel, insurance, external audit fees, payroll processing, certain human resource services and information technology systems support.


	Three Months Ended September 30, 2008							Nine Months Ended September 30, 2008
Dollars in Millions	ConvaTec		Medical Imaging			Total		ConvaTec		Medical Imaging			Total
Net sales	$	120	$	7		$	127	$	732	$	33		$	765

Earnings (loss) before income taxes	$	28	$	(13	)	$	15	$	194	$	(8	)	$	186
Curtailment losses and special termination benefits		2		—			2		18		—			18
Provision (benefit) for income taxes		8		(3	)		5		63		(2	)		61

Earnings (loss), net of taxes	$	18	$	(10	)	$	8	$	113	$	(6	)	$	107

The consolidated statements of cash flows include the ConvaTec and Medical Imaging businesses through the date of disposition. The Company uses a centralized approach for cash management and financing of its operations; as such, debt was not allocated to these businesses.

CAPITAL ONE FINANCIAL CORP

Note 4

Discontinued Operations

Shutdown of Mortgage Origination Operations of Wholesale Mortgage Banking Unit

In the third quarter of 2007, the Company shut down the mortgage origination operations of its wholesale mortgage banking unit, GreenPoint Mortgage (“GreenPoint”). GreenPoint was acquired by the Company in December 2006 as part of the North Fork acquisition. The results of the mortgage origination operations of GreenPoint have been accounted for as a discontinued operation and have been removed from the Company’s results from continuing operations for the three and nine months ended September 30, 2009 and 2008. The Company will have no significant continuing involvement in the operations of the originate and sell business of GreenPoint.

The loss from discontinued operations for the three and nine months ended September 30, 2009 includes an expense of $83.0 million and $109.0 million, respectively, recorded in non-interest expense, for representations and warranties provided by the Company on loans previously sold to third parties by GreenPoint’s mortgage origination operation. The expense for representations and warranties is offset by a valuation adjustment for expected returns of spread account funding for certain securitization transactions.

The following is summarized financial information for discontinued operations related to the closure of the Company’s wholesale mortgage banking unit:


	Three Months Ended September 30						Nine Months Ended September 30
	2009			2008			2009			2008
Net interest income	$	—		$	1,612		$	776		$	5,332
Non-interest income		2,150			2,287			2,275			5,517
Non-interest expense		69,853			22,125			118,837			175,577
Income tax benefit		(24,116	)		(6,576	)		(41,243	)		(59,434	)

Loss from discontinued operations, net of taxes	$	(43,587	)	$	(11,650	)	$	(74,543	)	$	(105,294	)

The Company’s wholesale mortgage banking unit had assets of approximately $31.5 million as of September 30, 2009 consisting of $15.8 million of mortgage loans held for sale and other related assets. The related liabilities consisted of obligations to fund these assets, and obligations for representations and warranties provided by the Company on loans previously sold to third parties.

CARDINAL HEALTH INC

4. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

CareFusion

Effective August 31, 2009, the Company completed the distribution to its shareholders of approximately 81% of the then outstanding common stock of CareFusion, with the Company retaining 41.4 million shares of CareFusion common stock, and met the criteria for classification as assets held for sale in the Company’s financial statements. The Company’s approximately 19% investment in the then outstanding CareFusion common stock does not provide the Company the ability to influence the operating or financial policies of CareFusion and accordingly does not constitute significant continuing involvement. Furthermore, while the Company is a party to a separation agreement and various other agreements relating to the separation, including a transition services agreement, a tax matters agreement, an employee matters agreement, intellectual property agreements and certain other commercial agreements, the Company has determined that the continuing cash flows generated by these agreements, which are expected to be eliminated within 5 years, and its investment in CareFusion common stock do not constitute significant continuing involvement in the operations of CareFusion. Accordingly, the net assets of CareFusion are presented separately as held for sale and discontinued operations and the operating results are presented within discontinued operations for all periods presented through the date of the Spin-Off.

CareFusion is a stand-alone public company which separately reports its financial results. Due to differences between the basis of presentation for discontinued operations and the basis of presentation for a stand-alone company, the financial results of CareFusion included within discontinued operations for the Company may not be indicative of actual financial results of CareFusion as a stand-alone company.

The results of CareFusion included in discontinued operations for the three months ended September 30, 2009 and 2008 are summarized as follows:


	Three Months Ended September 30,
(in millions)	2009(1)			2008
Revenue	$	592.1		$	883.9
Earnings before income taxes and discontinued operations		43.7			103.9
Income tax expense		(23.6	)		(29.9	)
Earnings from discontinued operations		20.1			74.0

(1)	Reflects the results of CareFusion through August 31, 2009, the date the Spin-Off was completed.

Interest expense allocated to discontinued operations for CareFusion was $12.8 million and $21.6 million for the three months ended September 30, 2009 and 2008, respectively. Interest expense was allocated considering the debt issued by CareFusion in connection with the Spin-Off and the overall debt balance of the Company. In addition, a portion of the corporate costs previously allocated to CareFusion have been reclassified to the remaining two segments.

There were no assets and liabilities from businesses held for sale for CareFusion at September 30, 2009. At June 30, 2009, the major components of assets and liabilities from businesses held for sale for CareFusion were as follows:


(in millions)	June 30, 2009
Current assets	$	1,832.0
Property and equipment		408.5
Other assets		4,774.2

Total assets	$	7,014.7

Current liabilities		469.2
Long-term debt and other		875.4

Total liabilities	$	1,344.6

Cash flows from discontinued operations are presented separately on the Company’s condensed consolidated statements of cash flows.

PTS Business

See Note 7 of the “Notes to Consolidated Financial Statements” from the FY2009 Financial Statements, for information regarding the sale of the former Pharmaceutical Technologies and Services segment, other than certain generic-focused businesses (the “PTS Business”), during the fourth quarter of fiscal 2007.

The Company incurred minor amounts of activity related to the PTS Business during the three months ended September 30, 2008 as a result of changes in certain estimates made at the time of the sale, activity under a transition services agreement and other adjustments. The loss related to the PTS Business included in discontinued operations was $0.7 million for the three months ended September 30, 2009 and 2008, respectively.

The liabilities of the PTS Business included in liabilities held for sale were $1.4 million as of September 30, 2009 and June 30, 2009.

Cash flows from discontinued operations are presented separately on the Company’s condensed consolidated statements of cash flows.

Other

During the fourth quarter of fiscal 2009, the Company committed to plans to sell its United Kingdom-based Martindale injectable manufacturing business (“Martindale”) within its Pharmaceutical segment, and met the criteria for classification as assets held for sale in the Company’s financial statements. Accordingly, the net assets of Martindale are presented separately as held for sale and discontinued operations and the operating results are presented within discontinued operations for all periods presented. During the fourth quarter of fiscal 2009, the Company also committed to plans to sell SpecialtyScripts within its Pharmaceutical segment, and met the criteria for classification as held for sale in the Company’s financial statements. Accordingly, the net assets of this business are presented separately as assets held for sale on the Company’s condensed consolidated balance sheet at September 30, 2009 and June 30, 2009. The results of SpecialtyScripts are reported within earnings from continuing operations on the Company’s condensed consolidated statements of earnings because it did not satisfy the criteria for classification as discontinued operations. Additionally, the net assets held for sale of SpecialtyScripts were recorded at the net expected fair value less costs to sell, as this amount was lower than its net carrying value (see Note 3 for further information).

The results of Martindale included in discontinued operations for the three months ended September 30, 2009 and 2008 are summarized as follows:


	Three Months Ended September 30,
(in millions)	2009			2008
Revenue	$	29.0		$	26.3
Earnings before income taxes and discontinued operations		5.9			5.1
Income tax expense		(1.7	)		(1.5	)
Earnings from discontinued operations		4.2			3.6

Cash flows from discontinued operations are presented separately on the Company’s condensed consolidated statements of cash flows.

At September 30, 2009 and June 30, 2009, the major components of assets and liabilities from businesses held for sale related to Martindale and SpecialtyScripts were as follows:


(in millions)	September 30, 2009		June 30, 2009
Current assets	$	72.2	$	74.2
Property and equipment		23.5		19.3
Other assets		66.9		81.2

Total assets		162.6		174.7

Current liabilities		26.3		16.5
Long-term debt and other		7.9		8.4

Total liabilities	$	34.2	$	24.9

Citigroup Inc.

2. DISCONTINUED OPERATIONS

Sale of Nikko Cordial

On October 1, 2009, the Company announced the successful completion of the sale of Nikko Cordial Securities to Sumitomo Mitsui Banking Corporation. The transaction has a total cash value to Citi of ¥776 billion (US$8.7 billion at an exchange rate of ¥89.60 to US$1.00 as of September 30, 2009). The cash value is composed of the purchase price for the transferred business of ¥545 billion, the purchase price for certain Japanese-listed equity securities held by Nikko Cordial Securities of ¥30 billion, and ¥201 billion of excess cash derived through the repayment of outstanding indebtedness to Citi. After considering the impact of foreign exchange hedges of the proceeds of the transaction (most of which has been recorded in the second and third quarters of 2009), the sale will result in an immaterial after-tax gain to Citigroup. A total of about 7,800 employees are included in the transaction.

The Nikko Cordial operations had total assets and total liabilities as of September 30, 2009 of $23.6 billion and $16.0 billion, respectively.

Results for all of the Nikko Cordial businesses sold are reported as Discontinued operations for all periods presented. The assets and liabilities of the businesses being sold are included in Assets of discontinued operations held for sale and Liabilities of discontinued operations held for sale on the Consolidated Balance Sheet.

The following is a summary as of September 30, 2009 of the assets and liabilities of Discontinued operations held for sale on the Consolidated Balance Sheet for the operations related to the Nikko Cordial businesses to be sold:

*In millions of dollars*	September 30, 2009

Assets
Cash due from banks	$	224
Deposits at interest with banks		398
Federal funds sold and securities borrowed or purchased under agreements to resell		5,837
Brokerage receivables		1,293
Trading account assets		8,583
Investments		490
Goodwill		567
Intangibles		3,289
Other assets		2,923

Total assets	$	23,604

Liabilities
Federal funds purchased and securities loaned or sold under agreements to repurchase sold under agreements to repurchase	$	3,126
Brokerage payables		2,566
Trading account liabilities		2,823
Short term borrowings		5,817
Other liabilities		1,672

Total liabilities	$	16,004

Summarized financial information for discontinued operations, including cash flows, related to the sale of Nikko Cordial follows:

	Three Months Ended Sept. 30,					Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008		2009			2008
Total revenues, net of interest expense	$	173		$	422	$	553		$	1,245

Income (loss) from discontinued operations	$	(221	)	$	6	$	(603	)	$	2
Provision (benefit) for income taxes and noncontrolling interest, net of taxes(1)		208			1		75			(9	)

Income (loss) from discontinued operations, net of taxes	$	(429	)	$	5	$	(678	)	$	11

(1): Includes a tax expense of $290 million in the third quarter of 2009 related to the fourth quarter 2009 sale of Nikko Cordial.

	Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008
Cash flows from operating activities	$	(1,320	)	$	(4,519	)
Cash flows from investing activities		(9,579	)		(1,381	)
Cash flows from financing activities		11,108			5,907

Net cash provided by (used in) discontinued operations	$	209		$	7

Sale of Citigroup's German Retail Banking Operations

On December 5, 2008, Citigroup sold its German retail banking operations to Credit Mutuel for Euro 5.2 billion in cash plus the German retail bank's operating net earnings accrued in 2008 through the closing. The sale resulted in an after-tax gain of approximately $3.9 billion including the after-tax gain on the foreign currency hedge of $383 million recognized during the fourth quarter of 2008.

The sale did not include the corporate and investment banking business or the Germany-based European data center. Results for all of the German retail banking businesses sold are reported as Discontinued operations for all periods presented.

Summarized financial information for Discontinued operations, including cash flows, related to the sale of the German retail banking operations is as follows:

	Three Months Ended Sept. 30,					Nine Months Ended Sept. 30,

*In millions of dollars*	2009		2008			2009			2008
Total revenues, net of interest expense	$	25	$	847		$	61		$	2,001

Income (loss) from discontinued operations	$	18	$	503		$	(21	)	$	851
Gain (loss) on sale(1)		—		—			(41	)		—
Provision (benefit) for income taxes and noncontrolling interest, net of taxes		6		(101	)		(42	)		22

Income (loss) from discontinued operations, net of taxes	$	12	$	604		$	(20	)	$	829

(1): 2009 YTD activity represents transactions related to a transitional service agreement between Citigroup and Credit Mutuel as well as adjustments against the gain on sale for the final settlement which occurred in April 2009.

	Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008
Cash flows from operating activities	$	6		$	(1,252	)
Cash flows from investing activities		1			1,833
Cash flows from financing activities		(7	)		(760	)

Net cash provided by (used in) discontinued operations	$	—		$	(179	)

CitiCapital

On July 31, 2008, Citigroup sold substantially all of CitiCapital, the equipment finance unit in North America. The total proceeds from the transaction were approximately $12.5 billion and resulted in an after-tax loss to Citigroup of $305 million. This loss is included in Income from discontinued operations on the Company's Consolidated Statement of Income for the second quarter of 2008.

Results for all of the CitiCapital businesses sold are reported as Discontinued operations for all periods presented.

Summarized financial information for Discontinued operations, including cash flows, related to the sale of CitiCapital is as follows:

	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008			2009			2008
Total revenues, net of interest expense	$	7		$	96		$	37		$	14

Income (loss) from discontinued operations	$	(1	)	$	(2	)	$	(11	)	$	45
Gain (loss) on sale(1)		—			9			14			(508	)
Provision (benefit) for income taxes and noncontrolling interest, net of taxes		—			3			1			(201	)

Income (loss) from discontinued operations, net of taxes	$	(1	)	$	4		$	2		$	(262	)

(1): The $3 million in income from discontinued operations for the first half of 2009 relates to a transitional service agreement.

	Nine Months Ended Sept. 30,

*In millions of dollars*	2009		2008
Cash flows from operating activities	$	—	$	(287	)
Cash flows from investing activities		—		349
Cash flows from financing activities		—		(61	)

Net cash provided by (used in) discontinued operations	$	—	$	1

Combined Results for Discontinued Operations

The following is summarized financial information for the Nikko Cordial business, German retail banking operations and CitiCapital business. Additionally, contingency consideration payments received during the first quarter of 2009 of $29 million pretax ($19 million after-tax) related to the sale of Citigroup's Asset Management business, which was sold in December 2005, is also included in these balances.

	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008			2009			2008
Total revenues, net of interest expense	$	205		$	1,365		$	651		$	3,260

Income (loss) from discontinued operations	$	(204	)	$	507		$	(635	)	$	898
Gain (loss) on sale		—			9			2			(508	)
Provision (benefit) for income taxes and noncontrolling interest, net of taxes		214			(97	)		44			(188	)

Income from discontinued operations, net of taxes	$	(418	)	$	613		$	(677	)	$	578

Cash Flows from Discontinued Operations

	Nine Months Ended Sept. 30,

*In millions of dollars*	2009			2008
Cash flows from operating activities	$	(1,314	)	$	(6,058	)
Cash flows from investing activities		(9,549	)		801
Cash flows from financing activities		11,101			5,086

Net cash provided by (used in) discontinued operations	$	238		$	(171	)

CONAGRA FOODS INC /DE/

2. DISCONTINUED OPERATIONS AND DIVESTITURES

Fernando’s^® Operations

During the first quarter of fiscal 2010, we completed the divestiture of the Fernando’s^® foodservice brand for proceeds of approximately $6.4 million. Based on our estimate of proceeds from the sale of this business, we recognized impairment charges totaling $8.9 million in the fourth quarter of fiscal 2009. No further significant gain or loss resulted from the completion of the divestiture in the first quarter of fiscal 2010. We reflected the results of these operations as discontinued operations for all periods presented. The assets and liabilities of the divested Fernando’s^® business have been reclassified as assets and liabilities held for sale within our consolidated balance sheets for all periods prior to the divestiture.

Trading and Merchandising Operations

On March 27, 2008, we entered into an agreement with affiliates of Ospraie Special Opportunities Fund to sell our commodity trading and merchandising operations conducted by ConAgra Trade Group (previously principally reported as the Trading and Merchandising segment). The operations included the domestic and international grain merchandising, fertilizer distribution, agricultural and energy commodities trading and services, and grain, animal, and oil seed byproducts merchandising and distribution business. In June 2008, the sale of the trading and merchandising operations was completed for before-tax proceeds of: 1) approximately $2.2 billion in cash; net of transaction costs (including incentive compensation amounts due to employees due to accelerated vesting), 2) $550 million (original principal amount) of payment-in-kind debt securities issued by the purchaser (the “Notes”) that were recorded at an initial estimated fair value of $479 million; 3) a short-term receivable of $37 million due from the purchaser; and 4) a four-year warrant to acquire approximately 5% of the issued common equity of the parent company of the divested operations, which has been recorded at an estimated fair value of $1.8 million. We recognized an after-tax gain on the disposition of approximately $299 million in the first quarter of fiscal 2009.

During fiscal 2009, we collected the $37 million short-term receivable due from the purchaser. See Note 4 for further discussion on the Notes.

We reflected the results of the divested trading and merchandising operations as discontinued operations for all periods presented.

Summary of Operational Results

The summary comparative financial results of the discontinued operations were as follows:


	Thirteen weeks ended
	August 30,			August 24,
	2009			2008
Net sales	$	1.3		$	213.5

Operating results from discontinued operations before income taxes	$	(2.1	)	$	57.5
Gain from disposal of businesses		—			488.0

Income (loss) before income taxes		(2.1	)		545.5
Income tax benefit (expense)		0.8			(210.7	)

Income (loss) from discontinued operations, net of tax	$	(1.3	)	$	334.8

The assets and liabilities classified as held for sale as of May 31, 2009 and August 24, 2008 were as follows:


	May 31,		August 24,
	2009		2008
Inventories	$	4.9	$	6.0

Current assets held for sale	$	4.9	$	6.0

Property, plant and equipment, net	$	1.6	$	7.4
Goodwill and other intangibles		—		3.2

Noncurrent assets held for sale	$	1.6	$	10.6

Other Divestitures

In July 2008, we completed the sale of our Pemmican^® beef jerky business for proceeds of approximately $29.4 million, resulting in a pre-tax gain of approximately $19.4 million ($10.6 million, after-tax), reflected in selling, general and administrative expenses. Due to our continuing involvement with the Pemmican^® business through providing sales and distribution services, the results of operations of the Pemmican^® business have not been reclassified as discontinued operations.

CONOCOPHILLIPS

Note 5—Assets Held for Sale

In June 2009, we signed an agreement to sell our remaining interest in the Keystone Pipeline to TransCanada Corporation. The transaction closed in the third quarter of this year.

CONSOLIDATED EDISON INC

Note N—Con Edison Development

Reference is made to Note V to the financial statements in Item 8 of the Form 10-K and Note M to the financial statements in Part I, Item 1 of the Second Quarter Form 10-Q.

CONSTELLATION ENERGY GROUP INC

Divestitures

In 2009, we continued to implement many of the strategic initiatives we identified in 2008 to improve liquidity and reduce our business risk. We discuss these initiatives in the Strategy section of our 2008 Annual Report on Form 10-K.

The transactions to sell a majority of our international commodities, our Houston-based gas trading and other operations were structured in two parts:

•

the assignment and transfer of a majority of the portfolio, and

•

the execution of a Total Return Swap (TRS) mechanism for the remainder of the portfolio.

Under the TRS, we entered into offsetting trades with the buyers that matched the terms of the remaining third party contracts for which we were unable to complete assignment to the buyers as of the transaction dates. This structure transferred the risks associated with changes in commodity prices as of the transaction dates to the buyers in all instances. However, the trades under the TRS are newly executed transactions, and we remain the principal under both the unassigned third party trades and the matching trades with the buyers under the TRS with no right of either financial or legal offset. We continue to pursue the assignment of these remaining contracts to the buyers.

The matching contracts under the TRS include both derivatives and non-derivatives and were executed at prices that differed from market prices at closing, which resulted in a net cash payment to/from the buyers. We recorded the underlying contracts at fair value on a gross basis as assets or liabilities in our Consolidated Balance Sheets depending on whether the contract prices were above- or below-market prices at closing. As a result, the derivative contracts have been included in "Derivative Assets and Liabilities" and the nonderivative contracts have been included in "Unamortized Energy Contract Assets and Liabilities." The derivative contracts are subject to mark-to-market accounting until they are realized or assigned. The nonderivative contracts will be amortized into earnings as the underlying contracts are realized, or sooner if those contracts are assigned.

We record the cash proceeds we pay or receive at the inception of energy purchase and sale contracts based upon whether the contracts are in-the-money or out-of-the-money as follows:



In-the-money contracts—proceeds paid		Investing Outflow
Out-of-the-money contracts—proceeds received		Financing Inflow

After inception, we record the cash flows from all energy purchase and sale contracts as operating activities, except for out-of-the-money derivative contracts that were liabilities at inception. We record the ongoing cash flows from these out-of-the-money derivative contracts as financing activities, regardless of whether they are purchase or sale contracts.

International Commodities Operation

In January 2009, we entered into a definitive agreement to sell a majority of our international commodities operation. We completed this transaction on March 23, 2009 and recognized the following impacts during the nine months ended September 30, 2009:

•

a pre-tax loss of approximately $334.5 million representing net consideration paid to the buyer, the book value of net assets sold, and transaction costs,

•

a reclassification of $165.7 million in losses on previously designated cash-flow hedge contracts, for which the forecasted transactions are now deemed probable of not occurring, from "Accumulated Other Comprehensive Loss" to "Nonregulated revenues" in the Consolidated Statements of Income (Loss),

•

workforce reduction costs of $10.2 million, recorded as part of "Workforce reduction costs" in the Consolidated Statements of Income (Loss), and

•

other costs of $17.6 million related to leasehold improvements, furniture and computer hardware and software, recorded as part of "Impairment losses and other costs" in the Consolidated Statements of Income (Loss).

We removed the contracts that were assigned from our Consolidated Balance Sheet, paid the buyer approximately $90 million, and reflected the impact of this payment on our working capital in the operating activities section of our Consolidated Statements of Cash Flows.

The net cash payment to the buyer upon completion of the TRS was $2.5 million. As part of the consideration, we acquired matching nonderivative contracts that resulted in a net liability of approximately $75 million, which will be amortized into earnings as the underlying contracts are realized, or sooner if the original nonderivative contracts are assigned.

We have reflected the contracts under the TRS on a gross basis in cash flows from investing and financing activities in our Consolidated Statements of Cash Flows as follows:

Nine Months Ended September 30, 2009


	(In millions)
Investing activities—Contract and portfolio acquisitions	$	(866.3	)
Financing activities—Proceeds from contract and portfolio acquisitions		863.8

Net cash flows from contract and portfolio acquisitions	$	(2.5	)

In addition to the March 23, 2009 transaction for a majority of our international commodities operation, on June 30, 2009 we completed the sale of a uranium market participant that we owned. We received cash proceeds of approximately $43 million and recorded a $27.2 million loss on this sale. This loss from our merchant energy segment is included in the "Net (loss) gain on divestitures" line in our Consolidated Statements of Income (Loss) for the nine months ended September 30, 2009.

Houston-Based Gas and Other Trading Operations

On February 3, 2009, we entered into a definitive agreement to sell our Houston-based gas trading operation. We transferred control of this operation on April 1, 2009. In addition, in the second quarter of 2009 we also sold certain other trading operations. In total, we received proceeds of approximately $61 million, and recorded a $102.7 million net loss on these sales in the nine months ended September 30, 2009. The net loss on sale primarily relates to nonderivative accrual contracts, which were not recorded on our Consolidated Balance Sheet, the cost associated with disposing of an entire portfolio and not merely individual contracts, and the cost of capital, including contingent capital, to support the operation.

The matching derivative and nonderivative transactions under the TRS discussed above were executed at prices that differed from market prices at closing. As a result, we record the ongoing cash flows related to the out-of-the-money derivative contracts that were liabilities at inception as financing cash flows. This resulted in cash outflows related to financing activities of $818.7 million in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 associated with derivative liabilities that were out-of-the-money.

The net cash receipt from the buyers upon completion of the TRS was $91.9 million in the second quarter of 2009. We have reflected these contracts on a gross basis in cash flows from investing and financing activities in our Consolidated Statements of Cash Flows as follows:

Nine Months Ended September 30, 2009


	(In millions)
Investing activities—Contract and portfolio acquisitions	$	(1,287.4	)
Financing activities—Proceeds from contract and portfolio acquisitions		1,379.3

Net cash flows from contract and portfolio acquisitions	$	91.9

In addition, we incurred other costs of $5.5 million for the nine months ended September 30, 2009, respectively, related to leasehold improvements, furniture, computer hardware and software costs, which are recorded as part of "Impairment losses and other costs" on our Consolidated Statements of Income (Loss).

On April 1, 2009, we executed an agreement with the buyer of our Houston-based gas trading operation under which the buyer will provide us with the gas supply needed to support our retail gas customer supply business through March 31, 2011. This agreement was structured such that our requirements to post collateral are reduced. The supplier has liens on the assets of the retail gas supply business as well as our investment in the stock of these entities to secure our obligations under the gas supply agreement. In connection with this agreement, we posted approximately $160 million of collateral. This was subsequently reduced to $100 million. The initial $160 million posted represents approximately 25 percent of the previous collateral requirements to support this operation. We discuss the impact of the gas supply agreement on our retail gas customer supply business in more detail on page 13.

Shipping Joint Venture

As previously discussed in the Impairment Losses and Other Costs footnote, we completed the sale of our equity investment in a shipping joint venture during the third quarter of 2009. No gain or loss was recognized on the sale.

Cooper Industries plc

Note 16. Discontinued Operations Receivable and Liability

Discontinued Operations Liability

In October 1998, Cooper sold its Automotive Products business to Federal-Mogul Corporation (“Federal-Mogul”). These discontinued businesses (including the Abex Friction product line obtained from Pneumo-Abex Corporation (“Pneumo”) in 1994) were operated through subsidiary companies, and the stock of those subsidiaries was sold to Federal-Mogul pursuant to a Purchase and Sale Agreement dated August 17, 1998 (“1998 Agreement”). In conjunction with the sale, Federal-Mogul indemnified Cooper for certain liabilities of these subsidiary companies, including liabilities related to the Abex Friction product line and any potential liability that Cooper may have to Pneumo pursuant to a 1994 Mutual Guaranty Agreement between Cooper and Pneumo. On October 1, 2001, Federal-Mogul and several of its affiliates filed a Chapter 11 bankruptcy petition. The Bankruptcy Court for the District of Delaware confirmed Federal-Mogul’s plan of reorganization and Federal-Mogul emerged from bankruptcy in December 2007. As part of Federal-Mogul’s Plan of Reorganization, Cooper and Federal-Mogul reached a settlement agreement that was subject to approval by the Bankruptcy Court resolving Federal-Mogul’s indemnification obligations to Cooper. As discussed further below, on September 30, 2008, the Bankruptcy Court issued its final ruling denying Cooper’s participation in the proposed Federal-Mogul 524(g) trust resulting in implementation of the previously approved Plan B Settlement. As part of its obligation to Pneumo for any asbestos-related claims arising from the Abex Friction product line (“Abex Claims”), Cooper has rights, confirmed by Pneumo, to significant insurance for such claims. Based on information provided by representatives of Federal-Mogul and recent claims experience, from August 28, 1998 through September 30, 2009, a total of 147,337 Abex Claims were filed, of which 124,360 claims have been resolved leaving 22,977 Abex Claims pending at September 30, 2009. During the nine months ended September 30, 2009, 1,162 claims were filed and 1,873 claims were resolved. Since August 28, 1998, the average indemnity payment for resolved Abex Claims was $2,085 before insurance. A total of $159.5 million was spent on defense costs for the period August 28, 1998 through September 30, 2009. Historically, existing insurance coverage has provided 50% to 80% of the total defense and indemnity payments for Abex Claims. However, insurance recovery is currently at a lower percentage (approximately 30%) due to exhaustion of primary layers of coverage and litigation with certain excess insurers, although in certain periods, insurance recoveries can be higher due to new settlements with insurers.

2005 — 2007

In December 2005, Cooper reached an initial agreement in negotiations with the representatives of Federal-Mogul, its bankruptcy committees and the future claimants (the “Representatives”) regarding Cooper’s participation in Federal Mogul’s proposed 524(g) asbestos trust. By participating in this trust, Cooper would have resolved its liability for asbestos claims arising from Cooper’s former Abex Friction Products business. The proposed settlement agreement was subject to court approval and certain other approvals. Future claims would have been resolved through the bankruptcy trust.

Although the final determination of whether Cooper would participate in the Federal-Mogul 524(g) trust was unknown, Cooper’s management concluded that, at the date of the filing of its 2005 Form 10-K, the most likely outcome in the range of potential outcomes was a settlement approximating the December 2005 proposed settlement. Accordingly, the accrual for potential liabilities related to the Automotive Products sale and the Federal-Mogul bankruptcy was $526.3 million at December 31, 2005. The December 31, 2005 discontinued operations accrual included payments to a 524(g) trust over 25 years that were undiscounted, and included $215 million of insurance recoveries where insurance in place agreements, settlements or policy recoveries were probable.

Throughout 2006 and 2007, Cooper continued to believe that the most likely outcome in the range of potential outcomes was a revised settlement with Cooper resolving its asbestos obligations through participation in the proposed Federal-Mogul 524(g) trust. While the details of the proposed settlement agreement evolved during the on-going negotiations throughout 2006 and 2007, the underlying principles of the proposed settlement arrangements being negotiated principally included fixed payments to a 524(g) trust over 25 years that were subject to reduction for insurance proceeds received in the future.

As a result of the then current status of settlement negotiations, Cooper recorded a $20.3 million after-tax discontinued operations charge, which is net of an $11.4 million income tax benefit, in the second quarter of 2006 to reflect the revised terms of the proposed settlement agreement at that time. The discontinued operations accrual was $509.1 million and $529.6 million as of December 31, 2007 and 2006, respectively, and included payments to a 524(g) trust over 25 years that were undiscounted, and included insurance recoveries of $230 million and $239 million, respectively, where insurance in place agreements, settlements or policy recoveries were probable.

The U.S. Bankruptcy Court for the District of Delaware confirmed Federal-Mogul’s plan of reorganization on November 8, 2007, and the U.S. District Court for the District of Delaware affirmed the Bankruptcy Court’s order on November 14, 2007. As part of its ruling, the Bankruptcy Court approved the Plan B Settlement between Cooper and Federal-Mogul, which would require payment of $138 million to Cooper in the event Cooper’s participation in the Federal-Mogul 524(g) trust is not approved for any reason, or if Cooper elected not to participate or to pursue participation in the trust. The Bankruptcy Court stated that it would consider approving Cooper’s participation in the Federal-Mogul 524(g) trust at a later time, and that its order confirming the plan of reorganization and approving the settlement between Cooper and Federal-Mogul did not preclude later approval of Cooper’s participation in the 524(g) trust. Accordingly, in an effort to continue working towards approval of Cooper’s participation in the trust and to address certain legal issues identified by the Court, Cooper, Pneumo-Abex, Federal-Mogul, and other plan supporters filed the Modified Plan A Settlement Documents on December 13, 2007. The Modified Plan A Settlement Documents would have required Cooper to make an initial payment of $248.5 million in cash to the Federal-Mogul trust upon implementation of Plan A with additional annual payments of up to $20 million each due over 25 years. If the Bankruptcy Court had approved the modified settlement and that settlement was implemented, Cooper, through Pneumo-Abex LLC, would have continued to have access to Abex insurance policies.

2008 — 2009

During the first quarter of 2008, the Bankruptcy Court concluded hearings on Plan A. On September 30, 2008, the Bankruptcy Court issued its ruling denying the Modified Plan A Settlement resulting in Cooper not participating in the Federal-Mogul 524(g) trust and instead proceeding with the Plan B Settlement that had previously been approved by the Bankruptcy Court. As a result of the Plan B Settlement, Cooper received the $138 million payment, plus interest of $3 million, in October 2008 from the Federal-Mogul Bankruptcy estate and will continue to resolve through the tort system the asbestos related claims arising from the Abex Friction product line that it had sold to Federal-Mogul in 1998. Additionally, under Plan B, Cooper has access to Abex insurance policies.

The accrual for potential liabilities related to the Automotive Products sale and the Federal-Mogul bankruptcy and a progression of the activity is presented in the following table assuming resolution through participation in the Federal-Mogul 524(g) trust up until September 30, 2008 when the accounting was adjusted to reflect the Plan B Settlement.


	Nine Months Ended
	September 30, 2008
	(in millions)
Accrual at beginning of period (under Plan A)	$	509.1
Indemnity and defense payments		(16.9	)
Insurance recoveries		25.4
Other		(1.6	)

Accrual at end of period (under Plan A) *	$	516.0


*		The $516.0 million liability reflects the estimated liability under Plan A immediately prior to adjusting the accounting on September 30, 2008 to reflect the Plan B Settlement.

As a result of the September 30, 2008 Bankruptcy Court ruling discussed above, Cooper adjusted its accounting in the third quarter of 2008 to reflect the separate assets and liabilities related to the on-going activities to resolve the potential asbestos related claims through the tort system. Cooper recorded income from discontinued operations of $16.6 million, net of a $9.4 million income tax expense, in the third quarter of 2008 to reflect the Plan B Settlement.

The following table presents the separate assets and liabilities under the Plan B settlement and the cash activity under the Plan B Settlement.


	September 30,		December 31,
	2009		2008
	(in millions)
Asbestos liability analysis (undiscounted):
Total liability for unpaid, pending and future indemnity and defense costs at end of period	$	797.0	$	815.1


Asbestos receivable analysis (undiscounted):
Insurance receivable for previously paid claims and insurance settlements	$	68.8	$	74.6
Insurance-in-place agreements available for pending and future claims		111.2		117.7

Total estimated asbestos receivable at end of period	$	180.0	$	192.3


	Nine Months Ended
	September 30, 2009
	(in millions)
Cash Flow:
Indemnity and defense payments	$	(17.5	)
Insurance recoveries		53.9
Other		(0.5	)

Net cash flow	$	35.9

During 2009, Cooper recognized after tax gains from discontinued operations of $25.5 million, which is net of a $16.2 million income tax expense, from negotiated insurance settlements consummated in 2009 that were not previously recognized. Cooper believes that it is likely that additional insurance recoveries will be recorded in the future as new insurance-in-place agreements are consummated or settlements with insurance carriers are completed. Timing and value of these agreements and settlements cannot be currently estimated as they may be subject to extensive additional negotiation and litigation.

Asbestos Liability Estimate

As of September 30, 2009, Cooper estimates that the undiscounted liability for pending and future indemnity and defense costs for the next 45 years will be $797.0 million. The amount included for unpaid indemnity and defense costs is not significant at September 30, 2009. The estimated liability is before any tax benefit and is not discounted as the timing of the actual payments is not reasonably predictable.

The methodology used to project Cooper’s liability estimate relies upon a number of assumptions including Cooper’s recent claims experience and declining future asbestos spending based on past trends and publicly available epidemiological data, changes in various jurisdictions, management’s judgment about the current and future litigation environment, and the availability to claimants of other payment sources.

Abex discontinued using asbestos in the Abex Friction product line in the 1970’s and epidemiological studies that are publicly available indicate the incidence of asbestos-related disease is in decline and should continue to decline steadily. However, there can be no assurance that these studies, or other assumptions, will not vary significantly from the estimates utilized to project the undiscounted liability.

Although Cooper believes that its estimated liability for pending and future indemnity and defense costs represents the best estimate of its future obligation, Cooper utilized scenarios that it believed were reasonably possible that indicate a broader range of potential estimates from $735 to $950 million (undiscounted).

Asbestos Receivable Estimate

As of September 30, 2009, Cooper, through Pneumo-Abex LLC, has access to Abex insurance policies with remaining limits on policies with solvent insurers in excess of $680 million. Insurance recoveries reflected as receivables in the balance sheet include recoveries where insurance-in-place agreements, settlements or policy recoveries are probable. As of September 30, 2009, Cooper’s receivable for recoveries of costs from insurers amounted to $180.0 million, of which $68.8 million relate to costs previously paid or insurance settlements. Cooper’s arrangements with the insurance carriers defer certain amounts of insurance and settlement proceeds that Cooper is entitled to receive beyond twelve months. Approximately 90% of the $180 million receivable from insurance companies at September 30, 2009 is due from domestic insurers whose AM Best rating is Excellent (A-) or better. The remaining balance of the insurance receivable has been significantly discounted to reflect management’s best estimate of the recoverable amount.

Cooper believes that it is likely that additional insurance recoveries will be recorded in the future as new insurance-in-place agreements are consummated or settlements with insurance carriers are completed. However, extensive litigation with the insurance carriers may be required to receive those additional recoveries.

Critical Accounting Assumptions

The amounts recorded by Cooper for its asbestos liability and related insurance receivables are not discounted and rely on assumptions that are based on currently known facts and strategy. The value of the liability on a discounted basis net of the amount of insurance recoveries likely to materialize in the future would be significantly lower than the net amounts currently recognized in the balance sheet. Cooper’s actual asbestos costs or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the estimation process vary significantly from actual results over time. As the estimated liability is not discounted and extends over 45 years, any changes in key assumptions could have a significant impact on the recorded liability. Key variables in these assumptions include the number and type of new claims filed each year, the average indemnity and defense costs of resolving claims, the number of years these assumptions are projected into the future, and the resolution of on-going negotiations of additional settlement or coverage-in-place agreements with insurance carriers. Assumptions with respect to these variables are subject to greater uncertainty as the projection period lengthens. Other factors that may affect Cooper’s liability and ability to recover under its insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation. Cooper will review these assumptions on a periodic basis to determine whether any adjustments are required to the estimate of its recorded asbestos liability and related insurance receivables.

From a cash flow perspective, Cooper management believes that the annual cash outlay for its potential asbestos liability, net of insurance recoveries, will not be material to Cooper’s operating cash flow.

CVS CAREMARK CORP

Note 2 – Discontinued Operations

In connection with certain business dispositions completed between 1991 and 1997, the Company retained guarantees on store lease obligations for a number of former subsidiaries, including Linens ‘n Things. On May 2, 2008, Linens Holding Co. and certain affiliates, which operate Linens ‘n Things, filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company’s loss from discontinued operations for the third quarter and nine months ended September 30, 2009 included $1.8 million ($2.9 million, net of a $1.1 million income tax benefit) and $9.5 million ($15.5 million, net of a $6.0 million income tax benefit) of lease-related costs, respectively. The loss from discontinued operations for the third quarter and nine months ended September 27, 2008 included $82.8 million ($134.8 million, net of a $52.0 million income tax benefit) and $131.5 million ($213.6 million, net of an $82.1 million income tax benefit) of lease-related costs, respectively.

Discover Financial Services

2.	Discontinued Operations

On March 31, 2008, the Company sold its Goldfish credit card business, based in the United Kingdom and previously reported as the International Card segment, to Barclays Bank PLC. The aggregate sale price under the agreement was £35 million (which was equivalent to approximately $70 million), which was paid in cash at closing.

The following table provides summary financial information for discontinued operations related to the sale of the Company’s Goldfish business (dollars in thousands):


	For the Three Months Ended August 31, 2008			For the Nine Months Ended August 31, 2008
Revenues⁽¹⁾	$	2,008		$	130,363

Income from discontinued operations	$	3,483		$	48,395
Loss on the sale of discontinued operations⁽²⁾		(1,598	)		(222,428	)

Pretax income (loss) from discontinued operations		1,885			(174,033	)
Income tax expense (benefit)⁽²⁾		732			(50,176	)

Income (loss) from discontinued operations, net of tax	$	1,153		$	(123,857	)

(1)	Revenues are the sum of net interest income and other income.

(2)

Loss on the sale of discontinued operations for the nine months ended August 31, 2008 includes a $27.1 million realization of cumulative foreign currency translation adjustments which were previously recorded net of tax. As a result, there is no tax impact for the nine months ended August 31, 2008 related to the realization of cumulative foreign currency translation adjustments.

Discovery Communications, Inc.

4. DISCONTINUED OPERATIONS

In September 2008, as part of the Newhouse Transaction, DHC completed the spin-off to its shareholders of AMC, a subsidiary holding the cash and businesses of DHC, except for certain businesses that provide sound, music, mixing, sound effects and other related services. The AMC spin-off did not involve the payment of any consideration by the holders of DHC common stock and was structured as a tax free transaction under Sections 368(a) and 355 of the Internal Revenue Code of 1986, as amended. There was no gain or loss related to the spin-off. Subsequent to the AMC spin-off, the companies no longer have any ownership interests in each other and operate independently.

In September 2008, prior to the Newhouse Transaction, DHC sold its ownership interests in Ascent Media Systems & Technology Services, LLC (“AMSTS”) and Ascent Media CANS (DBA “AccentHealth”) AccentHealth for approximately $7 million and $119 million, respectively, in cash. The sale of these companies resulted in pre-tax gains of $3 million for AMSTS and $64 million for AccentHealth. AMSTS and AccentHealth were components of the AMC business. It was determined that AMSTS and AccentHealth were non-core assets, and the sale of these companies was consistent with DHC’s strategy to divest non-core assets. The Company has no continuing involvement in the operations of AMSTS or AccentHealth.

In September 2008, prior to the Newhouse Transaction, DHC disposed of certain buildings and equipment for approximately $13 million in cash. DHC recognized a pre-tax gain of approximately $9 million in connection with the asset disposals. The disposed assets were part of the AMC business.

As there is no continuing involvement in the operations of AMC, AMSTS, or AccentHealth, their results of operations and the gains from the business and asset dispositions are presented as Income from discontinued operations, net of taxes in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2008. Cash flows from these entities have not been segregated as discontinued operations in the Condensed Consolidated Statements of Cash Flows.

The following table presents summary financial information for discontinued operations for the three and nine months ended September 30, 2008 (amounts in millions, except per share data):


	Three Months Ended			Nine Months Ended
	September 30, 2008			September 30, 2008
Revenues	$	134		$	482
Loss from the operations of discontinued operations before income taxes	$	(8	)	$	(6	)
Loss from the operations of discontinued operations, net of taxes	$	(7	)	$	(5	)
Gains on dispositions, net of taxes	$	47		$	47
Income from discontinued operations, net of taxes	$	40		$	42
Income per share from discontinued operations available to Discovery Communications, Inc. stockholders, basic and diluted	$	0.13		$	0.15
Weighted average number of shares outstanding, basic and diluted		302			287

No interest expense was allocated to discontinued operations as there was no debt specifically attributable to discontinued operations or that was required to be repaid following the dispositions.

DOVER CORP

7. Discontinued Operations

2009

During the first quarter of 2009, the Company recorded adjustments to the carrying value of a business held for sale and other adjustments resulting in a net after-tax loss of approximately $7.4 million. Adjustments made during the second and third quarter of 2009 were nominal. The after-tax loss for the nine months ended September 30, 2009 is approximately $7.7 million.

2008

During the third quarter of 2008, the Company completed the sale of a previously discontinued business and recorded other adjustments resulting in a net loss of approximately $0.7 million.

During the second quarter of 2008, the Company discontinued Triton in the Engineered Systems segment and recorded a $51.1 million write-down to the carrying value of Triton to its estimated fair market value and in the first quarter of 2008, the Company recorded adjustments to the carrying value of a business held for sale and other adjustments resulting in a net after-tax loss of approximately $2.0 million.

Summarized results of the Company’s discontinued operations are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2009			2008			2009			2008
Revenue	$	14,046		$	17,277		$	40,379		$	70,396


Loss on sale, net of taxes (1)	$	(203	)	$	(741	)	$	(7,656	)	$	(53,713	)

Income (Loss) from operations before taxes		1,199			(2,714	)		(1,685	)		(2,732	)
Benefit (provision) for income taxes related to operations		(1,596	)		770			(2,722	)		1,373

Loss from discontinued operations, net of tax	$	(600	)	$	(2,685	)	$	(12,063	)	$	(55,072	)


(1)		Includes impairments and other adjustments to the carrying value of assets held for sale or previously sold discontinued operations.

At September 30, 2009, the assets and liabilities of discontinued operations primarily represent amounts related to one remaining unsold business. Additional detail related to the assets and liabilities of the Company’s discontinued operations is as follows:


	At September 30,		At December 31,
(in thousands)	2009		2008
Assets of Discontinued Operations
Current assets	$	30,039	$	32,498
Non-current assets		22,215		36,608

	$	52,254	$	69,106


Liabilities of Discontinued Operations
Current liabilities	$	15,371	$	13,371
Non-current liabilities		43,877		65,752

	$	59,248	$	79,123

In addition to the assets and liabilities of the entities currently held for sale in discontinued operations, the assets and liabilities of discontinued operations include residual amounts related to businesses previously sold. These residual amounts include property, plant and equipment, deferred tax assets, short and long-term reserves, and contingencies.

DOW CHEMICAL CO /DE/

NOTE E – DIVESTITURES

Divestiture of the Rohm and Haas Salt Business

On April 1, 2009, the Company announced the entry into a definitive agreement to sell the stock of Morton International, Inc. (“Morton”), the Salt business of Rohm and Haas, to K+S Aktiengesellschaft (“K+S”). The transaction received regulatory approval and closed on October 1, 2009. See subsequent event discussion below. The results of operations for the Salt business are reported in Corporate. The following table provides the major classes of assets and liabilities related to Morton, which have been presented as noncurrent assets and liabilities held for sale in the consolidated balance sheets:

Assets and Liabilities Held for Sale In millions	At Sept. 30, 2009
Current assets	$	374
Property		434
Other intangible assets		1,285
Deferred charges and other assets		102
Assets held for sale	$	2,195
Current liabilities	$	124
Deferred income tax liabilities - noncurrent		311
Pension and other post retirement benefits		89
Other noncurrent obligations		14
Liabilities held for sale	$	538

Subsequent Event

On October 1, 2009, the Company completed the divestiture of its interest in Morton to K+S and received net proceeds of $1,576 million, with proceeds subject to customary post-closing adjustments. One billion dollars in proceeds from this transaction were used to pay off the Term Loan used to fund the acquisition of Rohm and Haas.

Divestiture of the Calcium Chloride Business

On June 30, 2009, the Company completed the sale of the Calcium Chloride business and recognized a pretax gain of $162 million. The results of the Calcium Chloride business, including the second quarter of 2009 gain on the sale, are reflected as “Income (Loss) from discontinued operations, net of income taxes (benefit)” in the consolidated statements of income for all periods presented.

The following table presents the results of discontinued operations:

Discontinued Operations	Three Months Ended					Nine Months Ended
In millions	Sept. 30, 2009			Sept. 30, 2008		Sept. 30, 2009		Sept. 30, 2008
Net sales		-		$	40	$	70	$	104
Income (loss) before income taxes (benefit)	$	(7	)	$	13	$	175	$	30
Provision (credit) for income taxes	$	(3	)	$	5	$	65	$	11
Income (loss) from discontinued operations, net of income taxes (benefit)	$	(4	)	$	8	$	110	$	19

Divestiture of Investments in Nonconsolidated Affiliates

On September 1, 2009, the Company completed the sale of its ownership interest in Total Raffinaderij Nederland N.V. (“TRN”), a nonconsolidated affiliate, and related inventory to Total S.A for $742 million. This resulted in a pretax net gain of $457 million which consisted of a gain of $513 million reflected in “Sundry income (expense) – net” and a charge of $56 million related to the recognition of hedging losses which were recorded to “Cost of sales.”

On September 30, 2009 the Company completed the sale of its ownership interest in the OPTIMAL Group of Companies (“OPTIMAL”), nonconsolidated affiliates, for $660 million to Petroliam Nasional Berhad. This resulted in a pretax net gain of $328 million included in “Sundry income (expense) –net.”

Net proceeds from these divestitures were used to pay down debt.

DTE ENERGY CO

NOTE 4 — DISPOSALS AND DISCONTINUED OPERATIONS

Sale of Interest in Barnett Shale Properties

In 2008, the Company sold a portion of its Barnett shale properties for gross proceeds of approximately $260 million. The Company recognized a gain of $128 million ($80 million after-tax) on the sale in the nine months ended September 30, 2008.

Synthetic Fuel Business

Due to the expiration of synfuel production tax credits in 2007, the Synthetic Fuel business ceased operations and was classified as a discontinued operation as of December 31, 2007. The favorable impact of reserve adjustments for the final phase-out percentage of approximately $32 million, the final settlement of other miscellaneous assets and liabilities and related tax impacts resulted in net income of $20 million for the first nine months of 2008.

The Company has provided certain guarantees and indemnities in conjunction with the sales of interests in its synfuel facilities. The guarantees cover potential tax-related obligations and will survive until 90 days after expiration of all applicable statutes of limitations. The Company estimates that its maximum potential liability under these guarantees at September 30, 2009 is $2.9 billion.

Duke Energy CORP

11. Discontinued Operations and Assets Held for Sale

The income from discontinued operations recorded during the nine months ended September 30, 2008 primarily relates to Commercial Power’s gain on the sale of its 480 MW natural gas-fired peaking generating station located near Brownsville, Tennessee to Tennessee Valley Authority for approximately $55 million in April 2008. This transaction resulted in Duke Energy recognizing an approximate $23 million pre-tax gain at closing.

EASTMAN CHEMICAL CO

2.	DISCONTINUED OPERATIONS

In first quarter 2008, the Company sold its polyethylene terephthalate ("PET") polymers and purified terephthalic acid ("PTA") production facilities in the Netherlands and its PET production facility in the United Kingdom and related businesses for approximately $329 million. The Company recognized a gain of $18 million, net of tax, related to the sale of these businesses which included the recognition of deferred currency translation adjustments of approximately $40 million, net of tax. In addition, the Company indemnified the buyer against certain liabilities primarily related to taxes, legal matters, environmental matters, and other representations and warranties.

The sale of the manufacturing facilities in the Netherlands and United Kingdom, and related businesses completed the Company's exit from the European PET business and qualified as a component of an entity under GAAP for the impairment or disposal of long-lived assets, and accordingly their results are presented as discontinued operations and are not included in the results from continuing operations for the effected period presented in the Company's unaudited consolidated financial statements.

In fourth quarter 2007, the Company sold its PET polymers production facilities in Mexico and Argentina and the related businesses. The results related to the Mexico and Argentina facilities were not presented as discontinued operations due to continuing involvement of the Company's Performance Polymers segment in the region including contract polymer intermediates sales under a transition supply agreement to the divested sites through 2008.

Operating results of the discontinued operations which were formerly included in the Performance Polymers segment are summarized below:

		First Nine Months
(Dollars in millions)		2008

Sales	$	169
Earnings before income taxes		2
Gain on disposal, net of tax		18

EDISON MISSION ENERGY

Note 6. Discontinued Operations

Summarized financial information for discontinued operations is as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,

	2009			2008		2009			2008
	(in millions)
Income (loss) before income taxes and minority interest	$	(1	)	$	10	$	(7	)	$	4
Provision (benefit) for income taxes		—			4		(2	)		4

Income (loss) from operations of discontinued foreign subsidiaries	$	(1	)	$	6	$	(5	)	$	—

During the second quarter of 2009, EME increased its estimated liability for a tax indemnity related to EME's previous sale of an international project by $6 million and recognized foreign exchange losses and interest related to such tax indemnity.

ENSCO International Incorporated

Note 8 - Discontinued Operations

ENSCO 69

From May 2007 to June 2009, ENSCO 69 was contracted to Petrosucre, a subsidiary of Petróleos de Venezuela S.A., the national oil company of Venezuela ("PDVSA"). PDVSA subsidiaries reportedly lack funds and generally have not been paying their contractors and service providers since the latter portions of 2008. In January 2009, we suspended drilling operations on ENSCO 69 after Petrosucre failed to satisfy its contractual obligations and meet commitments relative to the payment of past due invoices. Petrosucre then took over complete control of ENSCO 69 drilling operations utilizing Petrosucre employees and a portion of the Venezuelan rig crews we had utilized. When Petrosucre initially advised us that it temporarily was taking over operations on the rig, we placed our supervisory rig personnel on ENSCO 69 to observe Petrosucre's operations.

On April 30, 2009, we submitted a notice of termination to Petrosucre for non-payment of past due invoices. The terms of the ENSCO 69 drilling contract provided for termination of the contract upon Petrosucre's failure to satisfy its contractual payment obligations during the 30-day period subsequent to our notice. On June 4, 2009, after Petrosucre's failure to satisfy its contractual payment obligations, failure to reach a mutually acceptable agreement with us and denial of our request to demobilize ENSCO 69 from Venezuela, Petrosucre advised that it would not return the rig and would continue to operate it without our consent. Petrosucre further advised that it would release ENSCO 69 after a six-month period, subject to a mutually agreed accord addressing the resolution of all remaining obligations under the ENSCO 69 drilling contract. On June 6, 2009, we terminated our contract with Petrosucre and removed all remaining Ensco employees from the rig. On July 17, 2009, we received an $11.5 million payment from Petrosucre, which represented less than 25% of the $47.9 million contractually due to us as of June 30, 2009.

Due to Petrosucre's longstanding failure to satisfy its contractual obligations and meet payment commitments, and in consideration of the Venezuelan government's recent nationalization of assets owned by international oil and gas companies and oilfield service companies, we believe it is remote that ENSCO 69 will be returned to us by Petrosucre and operated again by Ensco. Therefore, we recorded the disposal of ENSCO 69 during the quarter ended June 30, 2009. ENSCO 69 results of operations have been reclassified as discontinued operations in our condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2009 and 2008.

At the time of disposal, ENSCO 69 had a net book value of $17.3 million and inventory and other assets totaling $800,000. In connection with the disposal of ENSCO 69 during the quarter ended June 30, 2009, we recognized a pre-tax loss of $18.1 million, which was classified as loss on disposal of discontinued operations, net, in our condensed consolidated statements of income for the nine-month period ended September 30, 2009.

Loss on discontinued operations, net, for the nine-month period ended September 30, 2009 included a bad debt provision totaling $8.0 million to fully reserve our net outstanding receivable from Petrosucre. We did not recognize revenue associated with ENSCO 69 drilling operations subsequent to January 2009 when Petrosucre initially assumed control of our rig.

The ENSCO 69 drilling contract is governed by Venezuelan law and there can be no assurances relative to the recovery of outstanding contract entitlements. We have filed an insurance claim under our package policy, which includes coverage for certain political risks, and are evaluating legal remedies against Petrosucre for contractual and other ENSCO 69 related damages. ENSCO 69 has an insured value of $65.0 million under our package policy, subject to a $10.0 million deductible.

By letter dated September 30, 2009, legal counsel acting for the package policy underwriters denied coverage under the package policy and reserved rights. We have retained coverage counsel who are reviewing the letter from underwriters' counsel. We were unable to conclude that collection of insurance proceeds associated with the loss of ENSCO 69 was probable as of September 30, 2009. Accordingly, no ENSCO 69 related insurance recoveries were recognized in our condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2009.

ENSCO 74

In September 2008, ENSCO 74 was lost as a result of Hurricane Ike. Portions of its legs remained underwater adjacent to the customer's platform, and we conducted extensive aerial and sonar reconnaissance but failed to locate the rig hull. In March 2009, the sunken hull of ENSCO 74 was located on the seabed approximately 95 miles from the original drilling location when it was struck by an oil tanker. The rig was a total loss, as defined under the terms of our insurance policies. The operating results of ENSCO 74 were reclassified as discontinued operations in our condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2008. See "Note 9 - Contingencies" for additional information on the loss of ENSCO 74 and associated contingencies.

The following table summarizes our income (loss) from discontinued operations for the three-month and nine-month periods ended September 30, 2009 and 2008 (in millions):

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2009	2008		2009	2008

Revenues	$ --	$ 27.6		$ 4.8	$ 75.7
Operating expenses	(.8)	11.7		18.8	35.8

Operating income (loss) before income taxes	.8	15.9		(14.0)	39.9
Income tax expense	.4	5.5		2.4	14.8
Loss on disposal of discontinued operations, net	--	(23.5	)	(11.8)	(23.5)

Income (loss) from discontinued operations	$ .4	$(13.1	)	$(28.2)	$ 1.6

Debt and interest expense are not allocated to our discontinued operations.

EQUITY RESIDENTIAL

13.

Discontinued Operations

The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of, all operations related to active condominium conversion properties effective upon their respective transfer into a TRS and all properties held for sale, if any.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets during the nine months and quarters ended September 30, 2009 and 2008 (amounts in thousands).


	Nine Months Ended September 30,						Quarter Ended September 30,
	2009			2008			2009			2008
REVENUES
Rental income	$	52,595		$	120,729		$	8,502		$	33,910

Total revenues		52,595			120,729			8,502			33,910


EXPENSES (1)
Property and maintenance		18,707			36,972			3,857			10,796
Real estate taxes and insurance		6,094			14,465			1,045			3,923
Property management		-			(62	)		-			-
Depreciation		12,761			30,274			2,175			8,380
General and administrative		29			24			4			7

Total expenses		37,591			81,673			7,081			23,106


Discontinued operating income		15,004			39,056			1,421			10,804

Interest and other income		12			233			2			93
Interest (2):
Expense incurred, net		(308	)		(1,493	)		2			(479	)
Amortization of deferred financing costs		(32	)		(3	)		-			(1	)
Income and other tax (expense) benefit		(86	)		1,014			(19	)		359

Discontinued operations		14,590			38,807			1,406			10,776
Net gain on sales of discontinued operations		274,933			365,052			129,135			150,255

Discontinued operations, net	$	289,523		$	403,859		$	130,541		$	161,031

(1)

Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Company’s period of ownership.

(2)

Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

For the properties sold during the nine months ended September 30, 2009 (excluding condominium conversion properties), the investment in real estate, net of accumulated depreciation, and the mortgage notes payable balances at December 31, 2008 were $459.8 million and $17.8 million, respectively.

The net real estate basis of the Company’s active condominium conversion properties owned by the TRS and included in discontinued operations (excludes the Company’s halted conversions as they are now held for use), which were included in investment in real estate, net in the consolidated balance sheets, was $2.9 million and $12.6 million at September 30, 2009 and December 31, 2008, respectively.

ERP OPERATING LTD PARTNERSHIP

13.

Discontinued Operations

The Operating Partnership has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of, all operations related to active condominium conversion properties effective upon their respective transfer into a TRS and all properties held for sale, if any.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Operating Partnership owned such assets during the nine months and quarters ended September 30, 2009 and 2008 (amounts in thousands).


	Nine Months Ended September 30,						Quarter Ended September 30,
	2009			2008			2009			2008
REVENUES
Rental income	$	52,595		$	120,729		$	8,502		$	33,910

Total revenues		52,595			120,729			8,502			33,910


EXPENSES (1)
Property and maintenance		18,707			36,972			3,857			10,796
Real estate taxes and insurance		6,094			14,465			1,045			3,923
Property management		-			(62	)		-			-
Depreciation		12,761			30,274			2,175			8,380
General and administrative		29			24			4			7

Total expenses		37,591			81,673			7,081			23,106


Discontinued operating income		15,004			39,056			1,421			10,804

Interest and other income		12			233			2			93
Interest (2):
Expense incurred, net		(308	)		(1,493	)		2			(479	)
Amortization of deferred financing costs		(32	)		(3	)		-			(1	)
Income and other tax (expense) benefit		(86	)		1,014			(19	)		359

Discontinued operations		14,590			38,807			1,406			10,776
Net gain on sales of discontinued operations		274,933			365,052			129,135			150,255

Discontinued operations, net	$	289,523		$	403,859		$	130,541		$	161,031

(1)

Includes expenses paid in the current period for properties sold or held for sale in prior periods related to the Operating Partnership’s period of ownership.

(2)

Includes only interest expense specific to secured mortgage notes payable for properties sold and/or held for sale.

The net real estate basis of the Operating Partnership’s active condominium conversion properties owned by the TRS and included in discontinued operations (excludes the Operating Partnership’s halted conversions as they are now held for use), which were included in investment in real estate, net in the consolidated balance sheets, was $2.9 million and $12.6 million at September 30, 2009 and December 31, 2008, respectively.

Fidelity National Information Services, Inc.

(2) Discontinued Operations

During 2008, we discontinued certain operations which are reported as discontinued operations in the Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September 30, 2009 and 2008, in accordance with the authoritative guidance for the impairment or disposal of long-lived assets. Interest is allocated to discontinued operations based on debt to be retired and debt specifically identified as related to the respective discontinued operation.

LPS

On July 2, 2008, all of the shares of the common stock, par value $0.0001 per share, of Lender Processing Services, Inc. (“LPS”) were distributed to FIS shareholders through a stock dividend (the “spin-off”). At the time of the distribution, LPS consisted of substantially all the assets, liabilities, businesses and employees related to FIS’ LPS segment. Upon the distribution, FIS shareholders received one-half share of LPS common stock for every share of FIS common stock held as of the close of business on June 24, 2008. The results of operations of the former LPS segment of FIS are reflected as discontinued operations in the Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September 30, 2008. FIS’ revenues include revenues from LPS of $913.1 million during the nine-month period ended September 30, 2008. FIS’ earnings before taxes included LPS earnings before taxes of $1.8 million and $188.4 million during the three-month and nine-month periods ended September 30, 2008, respectively.

Certegy Australia, Ltd

On October 13, 2008, we sold Certegy Australia, Ltd. (“Certegy Australia”) for $21.1 million in cash and other consideration, because its operations did not align with our strategic plans. Certegy Australia had revenues of $9.8 million and $26.7 million during the three-month and nine-month periods ended September 30, 2008, respectively. Certegy Australia had earnings (losses) before taxes of $3.4 million during the three-month period ended September 30, 2008 and ($2.4) million and $13.0 million during the nine-month periods ended September 30, 2009 and 2008, respectively.

Certegy Gaming Services, Inc.

On April 1, 2008, we sold Certegy Gaming Services, Inc. (“Certegy Game”) for $25.0 million, realizing a pretax loss of $4.1 million, because its operations did not align with our strategic plans. Certegy Game had revenues of $27.2 million and earnings before taxes of $0.3 million (excluding the pretax loss realized on sale) during the nine-month period ended September 30, 2008.

FIS Credit Services, Inc.

On February 29, 2008, we sold FIS Credit Services, Inc. (“Credit”) for $6.0 million, realizing a pre-tax gain of $1.4 million, because its operations did not align with our strategic plans. Credit had revenues of $1.4 million and losses before taxes of $0.2 million (excluding the pretax gain realized on sale) during the nine-month period ended September 30, 2008.

Homebuilders Financial Network, LLC

During the year ended December 31, 2008, we discontinued and dissolved Homebuilders Financial Network, LLC and its related entities (“HFN”) due to the loss of a major customer. HFN had revenues of $1.4 million and losses before taxes of $4.7 million during the nine-month period ended September 30, 2008.

FISERV INC

4. Dispositions

Summarized financial information for discontinued operations was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2009			2008			2009			2008

Total revenues	$	36		$	65		$	121		$	246

Loss before income taxes		(14	)		(7	)		(21	)		(17	)
Income tax benefit		5			3			9			7
Gain on sale, net of income taxes		—			7			25			239

Income (loss) from discontinued operations	$	(9	)	$	3		$	13		$	229

Fiserv LFS

On September 28, 2009, the Company signed a definitive agreement to sell Fiserv LFS. The sale of Fiserv LFS, which was included in the Company’s Financial Institution Services segment in previously issued financial statements, is not expected to result in a significant net gain or loss after income taxes. The transaction remains subject to customary closing conditions and is expected to close in the fourth quarter of 2009.

Fiserv ISS

In 2007, the Company signed definitive agreements to sell its Investment Support Services segment (“Fiserv ISS”) in two separate transactions. On February 4, 2008, the Company completed the first transaction by selling Fiserv Trust Company and the accounts of the Company’s institutional retirement plan and advisor services operations to TD AMERITRADE Online Holdings, Inc. (“TD”) for $273 million in cash at closing. In the first nine months of 2008, the Company recognized an after-tax gain on sale of $129 million, including income taxes of $72 million, with respect to this transaction. In the second quarter of 2009, the Company recognized an additional after-tax gain of $25 million, including income taxes of $15 million, with respect to the final contingent purchase price payment it received from TD.

In the second transaction, Robert Beriault Holdings, Inc. (“Holdings”), an entity controlled by the current president of Fiserv ISS, has agreed to acquire the remaining accounts and certain assets and liabilities of Fiserv ISS, including the investment administration services business which provides back office and custody services for individual retirement accounts, for net book value. On April 15, 2009, the Company entered into two agreements that modified the manner in which Fiserv ISS is to be sold in order to enhance the ability of the parties to complete the transaction. Notwithstanding the restructuring of the transaction, the assets proposed to be sold to Holdings pursuant to the transaction agreements are substantially similar to the assets which were proposed to be disposed of under the first amended and restated stock purchase agreement and, collectively, represent the remaining operating assets of Fiserv ISS. In addition, the aggregate amount to be received by the Company in connection with the sale of the remainder of Fiserv ISS is expected to be approximately equal to the amount to be received under the first amended and restated stock purchase agreement.

In October 2009, the FDIC approved the sale of the remaining portion of Fiserv ISS. The transaction remains subject to customary closing conditions and state regulatory approval and is expected to close in the fourth quarter of 2009.

Fiserv Health

On January 10, 2008, the Company completed the sale of a majority of its health businesses to UnitedHealthcare Services, Inc. for total cash proceeds of $735 million. In the first nine months of 2008, the Company recognized an after-tax gain on sale of $101 million, including income taxes of $222 million, with respect to this transaction.

Other

In the first nine months of 2008, the Company recognized gains totaling $9 million, net of income taxes, related to the sale of two businesses in its lending division.

Assets and liabilities of discontinued operations are presented separately as assets and liabilities of discontinued operations held for sale in the condensed consolidated balance sheets and consisted of the following:


(In millions)	September 30, 2009		December 31, 2008

Cash and cash equivalents	$	791	$	38
Trade accounts receivable, net		20		20
Investments		—		891
Intangible assets, net		65		72
Other assets		10		13

Assets of discontinued operations held for sale	$	886	$	1,034


Trade accounts payable and other liabilities	$	15	$	14
Retirement account deposits		714		829

Liabilities of discontinued operations held for sale	$	729	$	843

As of September 30, 2009 and December 31, 2008, assets and liabilities of discontinued operations held for sale represent those of Fiserv ISS and Fiserv LFS. Fiserv ISS acts as a custodian for self-directed individual retirement accounts. The owner of a self-directed account may instruct Fiserv ISS to place the account owner’s uninvested cash in either a savings or time deposit account with Fiserv ISS or assets offered by third parties not affiliated with Fiserv ISS and selected by the account owner. At September 30, 2009, Fiserv ISS acted as a custodian for approximately $12 billion of client-directed retirement plan assets, of which $714 million were held as FDIC insured deposits with Fiserv ISS. Other than the $714 million of client account funds held on deposit with Fiserv ISS, no other portion of the retirement plan assets or client-directed investments are reflected on the balance sheet of Fiserv ISS because the beneficial interest in such assets is owned by the respective clients. Client account funds held on deposit at Fiserv ISS represent the primary source of funds which are invested at the risk of and for the benefit of Fiserv ISS. At December 31, 2008, these investments consisted of $818 million of mortgage-backed obligations which included GNMA, FNMA and FHLMC government agency mortgage-backed pass-through securities and collateralized mortgage obligations rated AAA by Standard and Poor’s and $73 million of money market mutual funds. In connection with the Company’s proposed sale of Fiserv ISS, Fiserv ISS sold substantially all of its investments and recognized a pre-tax loss of $4 million in the second quarter of 2009. At September 30, 2009, the proceeds from the sale of these investments were invested in money market mutual funds, which are reported as cash equivalents. In the fourth quarter of 2009, in connection with the proposed sale of Fiserv ISS, the Company transferred its FDIC insured retirement accounts to other third-party FDIC insured financial institutions.

FMC Corporation

Note 12: Discontinued Operations

Our results of discontinued operations comprised the following:

(in Millions)	Three months ended September 30,		Nine months ended September 30,
Income/(Expense)	2009	2008	2009	2008
Adjustment for workers’ compensation, product liability, and other postretirement benefits related to previously discontinued operations (net of income tax expense of $0.1 million and $0.4 million for the three and nine months ended September 30, 2009 and $0.1 million and $0.2 million for the three and nine months ended September 30, 2008, respectively)	$0.2	$0.2	$0.9	$0.5

Provision for environmental liabilities and legal reserves and expenses related to previously discontinued operations (net of income tax benefit of $3.9 million and $10.2 million for the three and nine months ended September 30, 2009 and $3.8 million and $12.7 million for the three and nine months ended September 30, 2008, respectively)	(6.3)	(6.1)	(16.6)	(20.6)

Discontinued operations, net of income taxes	$(6.1)	$(5.9)	$(15.7)	$(20.1)

2009

During the three and nine months ended September 30, 2009, we recorded a $10.2 million ($6.3 million after-tax) charge and a $26.8 million ($16.6 million after-tax) charge, respectively, to discontinued operations related to environmental issues and legal reserves and expenses. Environmental recoveries of $2.9 million ($1.8 million after-tax) for the three months ended September 30, 2009, related primarily to recoveries related to our Front Royal site offset by a provision increase for operating and maintenance activities.

Environmental charges of $1.9 million ($1.1 million after-tax) for the nine months ended September 30, 2009, related primarily to a provision increase for operating and maintenance activities partially offset by recoveries. We also recorded increases to legal reserves and expenses in the amount of $13.1 million ($8.1 million after-tax) and $24.9 million ($15.5 million after-tax) for the three and nine months ended September 30, 2009, respectively.

At September 30, 2009 and December 31, 2008, substantially all other discontinued operations reserves recorded on our condensed consolidated balance sheets were related to other post-retirement benefit liabilities, self-insurance and long-term obligations related to legal proceedings associated with operations discontinued between 1976 and 2001.

2008

During the three and nine months ended September 30, 2008, we recorded a $9.9 million ($6.1 million after-tax) charge and a $33.3 million ($20.6 million after-tax) charge, respectively, to discontinued operations related to environmental issues and legal reserves and expenses. Environmental charges of $5.0 million ($3.1 million after-tax) and $15.2 million ($9.4 million after-tax) for the three and nine months ended September 30, 2008, respectively, related to a provision to increase our reserves for environmental issues primarily at our Front Royal and Middleport sites as well as for operating and maintenance activities. We also recorded increases to legal reserves and expenses in the amount of $4.9 million ($3.0 million after-tax) and $18.1 million ($11.2 million after-tax) for the three and nine months ended September 30, 2008, respectively.

FMC TECHNOLOGIES INC

Note 3: Discontinued Operations

In October 2007, we announced the intention to spin-off 100% of our FoodTech and Airport Systems businesses (now JBT). On July 12, 2008, our Board of Directors approved the spin-off of the businesses to our shareholders. The spin-off was accomplished on July 31, 2008, through a tax-free dividend to our shareholders. We distributed 0.216 shares of JBT common stock for every share of our stock outstanding as of the close of business on July 22, 2008. We did not retain any shares of JBT common stock. JBT is now an independent public company traded on the New York Stock Exchange (NYSE: JBT). The results of JBT have been reported as discontinued operations for all periods presented.

Prior to the spin-off, we received necessary regulatory approvals, including a private letter ruling from the Internal Revenue Service (“IRS”) regarding the tax-free status of the transaction for U.S. federal income tax purposes and a declaration of effectiveness from the SEC for JBT’s registration statement on Form 10. In connection with this transaction, JBT distributed $196.2 million to us which was used to repurchase stock and reduce our outstanding debt, pursuant to certain terms of the IRS private letter ruling.

Liabilities of businesses reported as discontinued operations included in the accompanying consolidated balance sheets represent other liabilities of $2.2 million and $3.5 million at September 30, 2009, and December 31, 2008, respectively. The consolidated statements of income include the following in discontinued operations:


(In millions)	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2009			2008			2009			2008
Revenue	$	—		$	82.0		$	—		$	612.5

Income (loss) before income taxes	$	(0.1	)	$	(3.4	)	$	(0.3	)	$	35.6
Income tax (benefit) provision		(0.5	)		6.3			(0.5	)		24.6

Income (loss) from discontinued operations, net of income taxes	$	0.4		$	(9.7	)	$	0.2		$	11.0

FORTUNE BRANDS INC

4.	Discontinued Operations

In the third quarter of 2007, we sold the William Hill and Canyon Road wine brands and related assets to E. & J. Gallo Winery. In December 2007, we sold the remaining U.S. wine assets to Constellation Brands, Inc. for $887.0 million. The statement of income for the nine and three months ended September 30, 2008 reflected our U.S. Wine business as a discontinued operation.

The following table summarizes the results of the discontinued operations for the nine and three months ended September 30, 2008. There was no income statement impact from discontinued operations for the nine and three months ended September 30, 2009.


(in millions)	Nine Months Ended September 30, 2008			Three Months Ended September 30, 2008
Net sales	$	—		$	—
Income from discontinued operations before income taxes	$	4.0		$	—
Income tax benefits		(148.5	)		(30.2	)

Income from discontinued operations, net of income taxes	$	152.5		$	30.2

In the three months ended September 30, 2008, we recorded a $30.2 million tax benefit related to finalization of the tax accounting for the sale of the U.S. Wine business to Constellation Brands in 2007. The benefit primarily resulted from the final determination of the tax gain as capital in nature, enabling us to utilize additional capital loss carryforwards from our 2001-2002 tax years.

For the nine months ended September 30, 2008, we recorded a net income benefit of $152.5 million. This included pre-tax income of $4.0 million from the settlement of outstanding working capital claims related to the sale of the U.S. Wine business in December 2007 (after tax $2.5 million). We also recorded a $43.1 million tax benefit related to finalization of the tax accounting for the sale of the U.S. Wine business. In addition, income taxes were favorably impacted by tax credits associated with the conclusion of our 2004-2005 federal income tax audit that pertained to other discontinued operations. In the second quarter of 2008, the Congressional Joint Committee on Taxation completed its review of a tax refund associated with a capital loss carry forward item that was favorably resolved in an IRS administrative proceeding relating to our 2001-2002 federal tax returns. As a result, the final settlement of the audit of our 2001-2002 federal tax returns removed uncertainty relating to the utilization of a capital loss carry forward, and we recorded a $98.0 million tax benefit related to a capital loss carry forward position associated with the sale of the U.S. Wine business.

General Electric Company

2. Discontinued Operations
Discontinued operations comprised GE Money Japan (our Japanese personal loan business, Lake, and our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd.), our U.S. mortgage business (WMC), Plastics, Advanced Materials, GE Life, Genworth Financial, Inc. (Genworth) and most of GE Insurance Solutions Corporation (GE Insurance Solutions). Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.
GE Money Japan
During the third quarter of 2007, we committed to a plan to sell Lake upon determining that, despite restructuring, Japanese regulatory limits for interest charges on unsecured personal loans did not permit us to earn an acceptable return. During the third quarter of 2008, we completed the sale of GE Money Japan, which included Lake, along with our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd. As a result, we recognized an after-tax loss of $908 million in 2007 and an incremental loss in 2008 of $361 million. In connection with the transaction, GE Money Japan reduced the proceeds on the sale for estimated interest refund claims in excess of the statutory interest rate. Proceeds from the sale may be increased or decreased based on the actual claims experienced in accordance with terms specified in the agreement, and will not be adjusted unless claims exceed approximately $3,000 million. During the second quarter of 2009, we accrued $132 million, which represents the amount by which we expect claims to exceed those levels and is based on our historical and recent claims experience and the estimated future requests, taking into consideration the ability and likelihood of customers to make claims and other industry risk factors. Uncertainties around the status of laws and regulations and lack of certain information related to the individual customers make it difficult to develop a meaningful estimate of the aggregate claims exposure. We will continue to review our estimated exposure quarterly, and make adjustments when required. GE Money Japan revenues from discontinued operations were an insignificant amount and $209 million in the third quarters of 2009 and 2008, respectively, and an insignificant amount and $760 million in the first nine months of 2009 and 2008, respectively. In total, GE Money Japan losses from discontinued operations, net of taxes, were $10 million and $160 million in the third quarters of 2009 and 2008, respectively, and $142 million and $508 million in the first nine months of 2009 and 2008, respectively.
WMC
During the fourth quarter of 2007, we completed the sale of our U.S. mortgage business. In connection with the transaction, WMC retained certain obligations related to loans sold prior to the disposal of the business, including WMC’s contractual obligations to repurchase previously sold loans as to which there was an early payment default or with respect to which certain contractual representations and warranties were not met. Reserves related to these obligations were $212 million at September 30, 2009, and $244 million at December 31, 2008. The amount of these reserves is based upon pending and estimated future loan repurchase requests, the estimated percentage of loans validly tendered for repurchase, and our estimated losses on loans repurchased. Based on our historical experience, we estimate that a small percentage of the total loans we originated and sold will be tendered for repurchase, and of those tendered, only a limited amount will qualify as “validly tendered,” meaning the loans sold did not satisfy specified contractual obligations. The amount of our current reserve represents our best estimate of losses with respect to our repurchase obligations. However, actual losses could exceed our reserve amount if actual claim rates, valid tenders or losses we incur on repurchased loans are higher than historically observed. WMC revenues from discontinued operations were $4 million and $(7) million in the third quarters of 2009 and 2008, respectively, and $(5) million and $(64) million in the first nine months of 2009 and 2008, respectively. In total, WMC’s earnings (loss) from discontinued operations, net of taxes, were $3 million and $(8) million in the third quarters of 2009 and 2008, respectively, and $(8) million and $(35) million in the first nine months of 2009 and 2008, respectively.
GE industrial earnings (loss) from discontinued operations, net of taxes, were an insignificant amount and $5 million in the third quarters of 2009 and 2008, respectively, and $(18) million and $34 million in the first nine months of 2009 and 2008, respectively.
Assets of GE industrial discontinued operations were $65 million and $64 million at September 30, 2009 and December 31, 2008, respectively. Liabilities of GE industrial discontinued operations were $172 million and $189 million at September 30, 2009, and December 31, 2008, respectively, and primarily represent taxes payable and pension liabilities related to the sale of our Plastics business in 2007.
Summarized financial information for discontinued GECS operations is shown below.

	Three months ended September 30				Nine months ended September 30
(In millions)	2009		2008		2009		2008

Operations
Total revenues	$	4	$	202	$	(4)	$	696

Earnings (loss) from discontinued operations
before income taxes	$	11	$	(207)	$	(102)	$	(516)
Income tax benefit (expense)		(16)		50		27		193
Loss from discontinued operations,
net of taxes	$	(5)	$	(157)	$	(75)	$	(323)

Disposal
Loss on disposal before income taxes	$	(53)	$	(1,277)	$	(176)	$	(1,499)
Income tax benefit		98		1,264		94		1,254
Earnings (loss) on disposal, net of taxes	$	45	$	(13)	$	(82)	$	(245)

Earnings (loss) from discontinued operations,
net of taxes(a)	$	40	$	(170)	$	(157)	$	(568)

(a) The sum of GE industrial earnings (loss) from discontinued operations, net of taxes, and GECS earnings (loss) from discontinued operations, net of taxes, are reported as GE industrial earnings (loss) from discontinued operations, net of taxes, on the Condensed Statement of Earnings.

	At
	September 30,		December 31,
(In millions)	2009		2008

Assets
Cash and equivalents	$	184	$	180
All other assets		13		19
Other		1,336		1,460
Assets of discontinued operations	$	1,533	$	1,659


	At
	September 30,		December 31,
(In millions)	2009		2008

Liabilities
Liabilities of discontinued operations	$	1,279	$	1,243

Assets at September 30, 2009 and December 31, 2008, primarily comprised a deferred tax asset for a loss carryforward, which expires in 2015, related to the sale of our GE Money Japan business.

General Electric Company

	Three months ended September 30				Nine months ended September 30
(In millions)	2009		2008		2009		2008

Operations
Total revenues	$	4	$	202	$	(4)	$	696

Earnings (loss) from discontinued operations
before income taxes	$	11	$	(207)	$	(102)	$	(516)
Income tax benefit (expense)		(16)		50		27		193
Loss from discontinued operations,
net of taxes	$	(5)	$	(157)	$	(75)	$	(323)

Disposal
Loss on disposal before income taxes	$	(53)	$	(1,277)	$	(176)	$	(1,499)
Income tax benefit		98		1,264		94		1,254
Earnings (loss) on disposal, net of taxes	$	45	$	(13)	$	(82)	$	(245)

Earnings (loss) from discontinued operations,
net of taxes(a)	$	40	$	(170)	$	(157)	$	(568)

	At
	September 30,		December 31,
(In millions)	2009		2008

Assets
Cash and equivalents	$	184	$	180
All other assets		13		19
Other		1,336		1,460
Assets of discontinued operations	$	1,533	$	1,659


	At
	September 30,		December 31,
(In millions)	2009		2008

Liabilities
Liabilities of discontinued operations	$	1,279	$	1,243

Assets at September 30, 2009 and December 31, 2008, primarily comprised a deferred tax asset for a loss carryforward, which expires in 2015, related to the sale of our GE Money Japan business.

GENWORTH FINANCIAL INC

(13) Sale of Our Mexican Subsidiary

On September 30, 2009, we closed a transaction for the sale of one of our Mexican subsidiaries, Genworth Seguros Mexico, S.A. de C.V., (“Seguros”) to HDI-Gerling International Holding AG. The sale included the automobile, property and casualty, life and personal accident insurance business lines that Seguros distributed through independent professional insurance agents. As of September 30, 2009, we recorded a receivable of $38 million and contingent consideration of $8 million in the consolidated balance sheet. The sale resulted in an after-tax gain of $4 million. The net cash proceeds of $38 million were received on October 1, 2009.

GOODRICH CORPORATION

Note 7. Discontinued Operations

Income from discontinued operations was $3.3 million (net of income taxes of $1.9 million) and $35 million (net of income taxes of $20.8 million) for the three and nine months ended September 30, 2009, respectively. The income in the nine month period related primarily to the resolution of litigation for an environmental matter at a divested business that had been previously reported as a discontinued operation and favorable resolution of other divestiture liabilities. See Note 17, “Contingencies” for a discussion of this matter.

Income from discontinued operations was $0.2 million and $7.5 million (net of income taxes of $0.6 million) for the three and nine months ended September 30, 2008, respectively. The income during the nine months ended September 30, 2008 included a gain on the sale of a previously discontinued business.

HARRIS CORP /DE/

Note B — Discontinued Operations

In the fourth quarter of fiscal 2009, in connection with the Spin-off in the form of a taxable pro rata dividend to our shareholders of all the shares of HSTX common stock owned by us (which constituted a controlling interest in HSTX), we eliminated as a reporting segment our former HSTX segment, which is reported as discontinued operations in this Report. As a result, our historical financial results have been restated to account for HSTX as discontinued operations for all periods presented in this Report.

Summarized financial information for our discontinued operations in the quarter ended September 26, 2008 is as follows:


	Quarter Ended
	September 26,
	2008
	(In millions)
Revenue from product sales and services		$	195.8


Income before income taxes and noncontrolling interest		$	7.9
Income taxes			(9.2	)

Discontinued operations, net of income taxes			(1.3	)
Noncontrolling interest in discontinued operations, net of income taxes			0.6

Discontinued operations, net of income taxes		$	(0.7	)

Unless otherwise specified, the information set forth in these Notes, other than this Note B — Discontinued Operations, relates solely to our continuing operations.

HOST HOTELS & RESORTS, INC.

11.

Dispositions

Dispositions. In the third quarter of 2009, we sold four properties: the 448-room Sheraton Stamford, the 253-room Washington Dulles Marriott Suites, the 430-room Boston Marriott Newton and the 353-room Hanover Marriott for net proceeds of approximately $90 million. We recorded an aggregate gain of approximately $9 million, net of tax. In the first quarter of 2009, we sold the Hyatt Regency Boston for approximately $113 million, including the return of cash reserves held by the manager, and recorded a gain on the disposition of approximately $20 million, net of tax. The following table summarizes the revenues, income (loss) before taxes, and the gain on dispositions, net of tax, for the five properties which have been reclassified to discontinued operations in the condensed consolidated statements of operations for the periods presented:


	Quarter ended				Year-to-date ended
	September 11, 2009		September 5, 2008		September 11, 2009			September 5, 2008
	(in millions)
Revenues	$	6	$	30	$	40		$	89
Income (loss) before income taxes		2		5		(29	)		13
Gain on dispositions, net of tax		9		13		26			24

Net income attributable to common stockholders is allocated between continuing and discontinued operations as follows:


	Quarter ended					Year-to-date ended
	September 11, 2009			September 5, 2008		September 11, 2009			September 5, 2008
Income (loss) from continuing operations, net of tax	$	(66	)	$	29	$	(179	)	$	249
Discontinued operations, net of tax		11			18		(3	)		36

Net income (loss) attributable to common stockholders	$	(55	)	$	47	$	(182	)	$	285

Illinois Tool Works Inc

(3) DISCONTINUED OPERATIONS

The Company periodically reviews its 895 operations for businesses which may no longer be aligned with its long-term objectives. In August 2008, the Company’s Board of Directors authorized the divestiture of the Click Commerce industrial software business which was previously reported in the All Other segment. In the second quarter of 2009, the Company completed the sale of the Click Commerce business.

In the fourth quarter of 2007, the Company classified an automotive components business and a consumer packaging business as held for sale. The consumer packaging business was sold in the second quarter of 2008. The Company sold the automotive components business in the third quarter of 2009.

In May 2009, the Company’s Board of Directors rescinded a resolution from August 2008 to divest the Decorative Surfaces segment. The consolidated financial statements and related notes for all periods have been restated to present the results related to the Decorative Surfaces segment as continuing operations.

Results of the discontinued operations were as follows:

(In thousands)	Three Months Ended September 30						Nine Months Ended September 30
	2009			2008			2009			2008
Operating revenues	$	2,794		$	25,420		$	25,963		$	98,861

Loss before taxes		(1,043	)		(10,218	)		(36,107	)		(103,439	)
Income tax (expense) benefit		497			(850	)		1,825			40
Loss from discontinued operations	$	(546	)	$	(11,068	)	$	(34,282	)	$	(103,399	)

In 2009, the Company recorded a pre-tax loss on the disposal of the Click Commerce business of $29,626,000. Loss before taxes in 2008 includes goodwill impairment charges of $132,700,000 related to the Click Commerce business and a pre-tax gain on the disposal of the consumer packaging business of $25,062,000.

Ingersoll-Rand plc

Note 18 – Divestitures and Discontinued Operations

The components of discontinued operations for the three and nine months ended September 30 are as follows:


	Three months ended September 30,						Nine months ended September 30,
*In millions*	2009			2008			2009			2008
Revenues	$	—		$	0.1		$	—		$	15.3

Pre-tax earnings (loss) from operations		(16.4	)		(11.0	)		(53.3	)		(34.0	)
Pre-tax gain (loss) on sale		(0.3	)		0.1			1.9			(5.5	)
Tax benefit (expense)		8.4			4.9			25.0			(2.9	)

Discontinued operations, net of tax	$	(8.3	)	$	(6.0	)	$	(26.4	)	$	(42.4	)

During the third quarter of 2009, the Company recorded a benefit of $22 million primarily associated with reducing its liability for unrecognized tax benefits, and a discrete tax charge of $29 million associated with correcting immaterial accounting errors. See Note 17 for a further description of these tax matters.

Discontinued operations by business for the three and nine months ended September 30 are as follows:


	Three months ended September 30,						Nine months ended September 30,
*In millions*	2009			2008			2009			2008
Compact Equipment, net of tax	$	(29.5	)	$	—		$	(30.2	)	$	(22.9	)
Road Development, net of tax		(1.5	)		—			3.0			(1.8	)
Other discontinued operations, net of tax		22.7			(6.0	)		0.8			(17.7	)

Total discontinued operations, net of tax	$	(8.3	)	$	(6.0	)	$	(26.4	)	$	(42.4	)

Compact Equipment Divestiture

On July 29, 2007, the Company agreed to sell its Bobcat, Utility Equipment and Attachments businesses (collectively, Compact Equipment) to Doosan Infracore for gross proceeds of approximately $4.9 billion, subject to post-closing purchase price adjustments. The sale was completed on November 30, 2007. We are currently in the process of resolving the final purchase price adjustments with Doosan Infracore.

Compact Equipment manufactured and sold compact equipment, including skid-steer loaders, compact track loaders, mini-excavators and telescopic tool handlers; portable air compressors, generators and light towers; general-purpose light construction equipment; and attachments. The Company accounted for Compact Equipment as discontinued operations within the income statement.

Road Development Divestiture

On February 27, 2007, the Company agreed to sell its Road Development business unit to AB Volvo (publ) for cash proceeds of approximately $1.3 billion. The sale was completed on April 30, 2007.

The Road Development business unit manufactured and sold asphalt paving equipment, compaction equipment, milling machines and construction-related material handling equipment. The Company accounted for the Road Development business unit as discontinued operations within the income statement.

Other Discontinued Operations

The Company also has retained costs from previously sold businesses that mainly include costs related to postretirement benefits, product liability and legal costs (mostly asbestos-related).

International Business Machines Corporation

Divestitures: On March 16, 2009, the company completed the sale of certain processes, resources, assets and third-party contracts related to its core logistics operations to Geodis. The company received proceeds of $365 million and recognized a net gain of $298 million on the transaction in the first quarter of 2009. The gain was net of the fair value of certain contractual terms, certain transaction costs and related real estate charges. As part of this transaction, the company outsourced its logistics operations to Geodis which enables the company to leverage industry-leading skills and scale and improve the productivity of the company’s supply chain.

In 2007, the company divested 51 percent of its printing business (InfoPrint) to Ricoh. The company also stated that it would divest its remaining ownership to Ricoh quarterly over a three year period from the closing date. At September 30, 2009, the company’s ownership in InfoPrint was 12.1 percent. See the company’s 2008 Annual Report on page 83 for additional information.

INTERNATIONAL PAPER CO /NEW/

NOTE 7 - BUSINESSES HELD FOR SALE AND DIVESTITURES

Discontinued Operations:

2008:

During the first quarter of 2008, the Company recorded a pre-tax charge of $25 million ($16 million after taxes) related to the final settlement of a post-closing adjustment to the purchase price received by the Company for the sale of its Beverage Packaging business, and a $2 million charge before taxes ($1 million after taxes) for operating losses related to certain wood products facilities.

Forestlands:

2008:

During both the second and third quarters of 2008, the Company recorded a $3 million gain before taxes ($2 million after taxes) to reduce estimated transaction costs accrued in connection with the 2006 Transformation Plan forestlands sales.

Other Divestitures and Impairments:

2009:

During the second quarter of 2009, based on a current strategic plan update of projected future operating results of the Company’s Etienne, France mill, a determination was made that the current book value of the mill’s long-lived assets exceeded their estimated fair value, calculated using the probability-weighted present value of projected future cash flows. As a result, a $48 million charge, before and after taxes, was recorded in the Company’s Industrial Packaging industry segment to write down the long-lived assets of the mill to their estimated fair value. This charge is included in Net losses on sales and impairments of businesses in the accompanying consolidated statement of operations.

2008:

During the third quarter of 2008, based on a current strategic plan update of projected future operating results of the Company’s Inverurie mill, a determination was made that the current book value of the mill’s long-lived assets exceeded their estimated fair value, calculated using the probability-weighted present value of projected future cash flows. As a result, a $107 million pre-tax charge ($84 million after taxes) was recorded in the Company’s Printing Papers industry segment to write down the long-lived assets of the mill to their estimated fair value. This charge is included in Net losses on sales and impairments of businesses in the accompanying consolidated statement of operations.

During the first quarter of 2008, a $1 million credit, before and after taxes, was recorded to adjust previously estimated gains/losses of businesses previously sold.

Kimco Realty Corporation

4. Discontinued Operations

The Company reports as discontinued operations, properties held-for-sale and operating properties sold in the current period. The results of these discontinued operations are included in a separate component of income on the Condensed Consolidated Statements of Operations under the caption Discontinued operations. This reporting has resulted in certain reclassifications of 2008 financial statement amounts.

The components of income and expense relating to discontinued operations for the three and nine months ended September 30, 2009 and 2008 are shown below. These include the results of operations through the date of each respective sale for properties sold during 2009 and 2008 and the operations for the applicable period for those assets classified as held-for-sale as of September 30, 2009 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
		2009		2008		2009		2008
Discontinued operations:
Revenues from rental property	$	18	$	1,219	$	45	$	5,362
Rental property expenses		32		(290)		(36)		(1,090)
Depreciation and amortization		-		(406)		(47)		(1,913)
Interest expense		-		6		-		(116)
(Loss)/income from other real estate investments		-		-		(9)		3,451
Other income/(expense), net		12		(2)		25		146
Income/(loss) from discontinued operating Properties		62		527		(22)		5,840
Provision for income taxes		-		-		(235)		-
Loss on operating properties held for sale/sold		-		-		(112)		-
Gain on disposition of operating Properties		18		8,809		688		9,531
Income from discontinued operating Properties		80		9,336		319		15,371
Net income attributable to noncontrolling interests		-		(148)		-		(1,281)
Income from discontinued operations attributable to the Company	$	80	$	9,188	$	319	$	14,090

KRAFT FOODS INC

Note 2. Divestitures:

Post Cereals Split-off:

On August 4, 2008, we completed the split-off of the Post cereals business into Ralcorp Holdings, Inc., after an exchange with our shareholders. Accordingly, the prior period results of the Post cereals business were reflected as discontinued operations on the condensed consolidated statement of earnings.

Summary results of operations for the Post cereals business for the three and nine months ended September 30, 2008 were as follows:


	For the Three Months Ended September 30, 2008			For the Nine Months Ended September 30, 2008
	(in millions; as revised)

Net revenues	$	90		$	666


(Loss) / earnings before income taxes		(7	)		189
Benefit / (provision) for income taxes		3			(70	)
Gain on discontinued operations, net of income taxes		849			849

Earnings and gain from discontinued operations, net of income taxes	$	845		$	968

During the fourth quarter of 2008, we increased our gain on discontinued operations by $77 million to correct for a deferred tax liability related to the split-off of the Post cereals business. As such, our gain from the split-off of the Post cereal business was $926 million. Refer to our revised consolidated financial statements for the year ended December 31, 2008 for further details of this transaction.

Other Divestitures:

In September 2009, we reached an agreement to divest a snack bars operation in the U.S. The transaction is subject to customary closing conditions, including regulatory approvals, and we expect it to close in the fourth quarter of 2009 at a small gain.

For the nine months ended September 30, 2009, we received $6 million in proceeds and recorded pre-tax losses of $17 million on the divestitures of a juice operation in Brazil and a plant in Spain.

LEUCADIA NATIONAL CORP

17.		Discontinued Operations

		During the third quarter of 2009, the Company received and recognized as income from discontinued operations an $8,600,000 distribution from its subsidiary, Empire Insurance Company (“Empire”), which has been undergoing a voluntary liquidation since 2001. The Company had classified Empire as a discontinued operation in 2001 and fully wrote-off its remaining book value based on its expected future cash flows at that time. Although Empire no longer writes any insurance business, its orderly liquidation over the years has resulted in reductions to its estimated claim reserves that enabled Empire to pay the distribution, with the approval of the New York Insurance Department. Since future distributions from Empire, if any, are subject to New York insurance law or the approval of the New York Insurance Department, income will only be recognized when received.

		During the third quarter of 2009, the Company received 636,300 of its common shares in connection with the resolution of a lawsuit related to its former subsidiary, WilTel Communications Group, Inc. (“WilTel”), and recorded income from discontinued operations of $15,200,000 based on the market value of the common shares. These shares were originally issued in connection with the acquisition of WilTel in 2003, and had been held in a fund for certain claims made against WilTel prior to the Company’s ownership. The resolution of the lawsuit found that the claimants were not entitled to the shares and they were returned to the Company.

LOEWS CORP

14. Discontinued Operations

The results of discontinued operations are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008
(In millions)

Revenues:
Net investment income	$	1		$	2		$	4		$	20
Manufactured products											1,750
Investment gains		1			1			1			3
Total (a)		2			3			5			1,773
Expenses:
Insurance related expenses		3			3			7			8
Cost of manufactured products sold											1,039
Other operating expenses											173
Interest											2
Total		3			3			7			1,222
Income (loss) before income tax		(1	)		-			(2	)		551
Income tax (expense) benefit					8						(200	)
Noncontrolling interest					(1	)					(1	)
Results of discontinued operations		(1	)		7			(2	)		350
Gain on disposal (after tax of $51)											4,362
Net income (loss) from discontinued operations - Loews	$	(1	)	$	7		$	(2	)	$	4,712

(a)	Lorillard’s revenues amounted to 99.5% of the total discontinued operations for the nine months ended September 30, 2008. Lorillard’s pretax income amounted to 100.0% of total pretax income of discontinued operations for the nine months ended September 30, 2008.

Net liabilities of discontinued operations included in Other liabilities in the Consolidated Condensed Balance Sheets are as follows:


	September 30, 2009			December 31, 2008
(In millions)

Assets:
Investments	$	148		$	157
Receivables		4			6
Other assets		2			1
Total assets		154			164

Liabilities:
Insurance reserves		150			162
Other liabilities		6			8
Total liabilities		156			170
Net liabilities of discontinued operations (a)	$	(2	)	$	(6	)

(a)

The net liabilities of CNA’s discontinued operations totaling $2 million and $6 million as of September 30, 2009 and December 31, 2008 are included in Other liabilities in the Consolidated Condensed Balance Sheets. At September 30, 2009 and December 31, 2008, the insurance reserves are net of discounts of $58 million and $75 million.

Lorillard

As discussed in Note 1, in June of 2008, the Company disposed of its entire ownership interest in Lorillard. See Note 2 of the Notes to Consolidated Financial Statements in the Company’s 2008 Annual Report on Form 10-K.

CNA

CNA has discontinued operations, which consist of run-off insurance and reinsurance operations acquired in its merger with the Continental Corporation in 1995. The remaining run-off business is administered by Continental Reinsurance Corporation International, Ltd., a wholly owned Bermuda subsidiary. The business consists of facultative property and casualty, treaty excess casualty and treaty pro-rata reinsurance with underlying exposure to a diverse, multi-line domestic and international book of business encompassing property, casualty and marine liabilities.

The income (loss) from discontinued operations reported above related to CNA primarily represents the net investment income, realized investment gains and losses, foreign currency transaction gains and losses, effects of the accretion of the loss reserve discount and re-estimation of the ultimate claim and claim adjustment expense reserve of the discontinued operations.

Bulova

The Company sold Bulova Corporation (“Bulova”) for approximately $263 million in January of 2008. The Company recorded a pretax gain of approximately $126 million, $75 million after tax, for the nine months ended September 30, 2008.

Marathon Oil Corporation

4. Dispositions
During 2009, we have disposed of our exploration and production businesses in Ireland and certain producing assets in the Permian Basin of New Mexico and Texas. At September 30, 2009, agreements are pending to dispose of our exploration and production business in Gabon and certain assets under development in Angola. These dispositions all relate to our Exploration and Production (“E&P”) segment. Our Irish and Gabonese exploration and production businesses have been reported as discontinued operations in the consolidated statements of income and the consolidated statements of cash flows for all periods presented. Assets and liabilities related to the Gabonese business are classified as held for sale in the consolidated balance sheet as of September 30, 2009.

Discontinued operations - Revenues and pretax income associated with our discontinued Irish and Gabonese operations are shown in the following table:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2009		2008		2009		2008
Revenues applicable to discontinued operations	$	65	$	144	$	188	$	342
Pretax income from discontinued operations	$	48	$	109	$	98	$	202

Net assets held for sale - As of September 30, 2009, assets and liabilities held for sale, which primarily represented our operated interests in Gabon, are shown in the following table:

(In millions)
Other current assets	$	10
Other noncurrent assets		46
Total assets		56

Other current liabilities		12
Deferred credits and other liabilities		17
Total liabilities		29
Net assets held for sale	$	27

Pending Gabon disposition - In August 2009, we entered into an agreement to sell our operated fields offshore Gabon for $282 million, excluding any purchase price adjustments at closing, with an effective date of January 1, 2009. We expect to close this transaction in the fourth quarter of 2009.
Pending Angola disposition - In July 2009, we entered into an agreement to sell an undivided 20 percent outside-operated interest in the Production Sharing Contract and Joint Operating Agreement in Block 32 offshore Angola for $1.3 billion, excluding any purchase price adjustments at closing, with an effective date of January 1, 2009. We will retain a 10 percent outside-operated interest in Block 32. As of September 30, 2009, the book value being sold was $481 million. We expect to close the transaction by year end 2009, subject to government and regulatory approvals.
Permian Basin disposition - In June 2009, we closed sales of a portion of our operated and all of our outside-operated Permian Basin producing assets in New Mexico and west Texas for net proceeds after closing adjustments of $293 million. A $196 million pretax gain on the sale was recorded.

Ireland dispositions - In April 2009, we closed the sale of our operated properties in Ireland for net proceeds of $84 million, after adjusting for cash held by the sold subsidiary. A $158 million pretax gain on the sale was recorded. As a result of this sale, we terminated our pension plan in Ireland, incurring a charge of $18 million.
In June 2009 we entered into an agreement to sell the subsidiary holding our 19 percent outside-operated interest in the Corrib natural gas development offshore Ireland. Total proceeds will range between $235 million and $400 million, subject to the timing of first commercial gas at Corrib and closing adjustments. The fair value of the consideration for this asset was $311 million, which was less than its book value. A $154 million impairment of the held for sale asset was recognized in discontinued operations in the second quarter of 2009 (see Note 11). At closing on July 30, 2009, the initial $100 million payment plus closing adjustments was received. Additional proceeds of $135 million to $300 million will be received on the earlier of first commercial gas or December 31, 2012.
Existing guarantees of our subsidiaries’ performance issued to Irish government entities will remain in place after the sales until the purchasers issue similar guarantees to replace them. The guarantees, related to asset retirement obligations and natural gas production levels, have been indemnified by the purchasers. Our maximum potential undiscounted payments under these guarantees are $160 million.

MARRIOTT INTERNATIONAL INC /MD/

4.	Discontinued Operations-Synthetic Fuel

Our synthetic fuel operations consisted of four coal-based synthetic fuel production facilities (the “Facilities”). Because tax credits under Section 45K of the Internal Revenue Code were only available for the production and sale of synthetic fuel produced from coal before 2008, and because we estimated that high oil prices during 2007 would result in the phase-out of a significant portion of the tax credits available for synthetic fuel produced and sold in 2007, we permanently shut down the Facilities on November 3, 2007. Accordingly, we now report this business as a discontinued operation. See Footnote No. 4, “Discontinued Operations-Synthetic Fuel,” in our 2008 Form 10-K for additional information.

The following table provides income statement and balance sheet information relating to the discontinued synthetic fuel operations. The discontinued synthetic fuel operations reflected in the income statement for the twelve and thirty-six weeks ended September 5, 2008, only represents activity related to Marriott and there were no noncontrolling interests.

Income Statement Summary


	Twelve Weeks Ended					Thirty-Six Weeks Ended
*($ in millions)*	September 11, 2009		September 5, 2008			September 11, 2009		September 5, 2008
Revenue	$	—	$	—		$	—	$	1

Loss from discontinued operations before income taxes	$	—	$	(1	)	$	—	$	(4	)
Tax (provision) benefit		—		—			—		(3	)
Tax credits		—		1			—		10

Total tax (provision) benefit		—		1			—		7

Income from discontinued operations	$	—	$	—		$	—	$	3

Balance Sheet Summary


	At Period End
*($ in millions)*	September 11, 2009		January 2, 2009
Liabilities	$	—	$	(3	)

MARSH & MCLENNAN COMPANIES, INC.

8.	Discontinued Operations

In the second quarter of 2009, Kroll completed the sale of Kroll Government Services (“KGS”). The after-tax loss on the disposal of KGS and its financial results for 2009 and 2008 are included in discontinued operations.

Discontinued operations in the third quarter of 2009 and 2008 also includes the accretion of interest related to an indemnity for uncertain tax positions provided as part of the purchase of Great West Lifeco Inc. of Putnam Investments Trust from MMC in August 2007. Discontinued operations for the nine months of 2008 includes the gain on the sale of a claims administration operation in Brazil (“Mediservice”). The operating results of Mediservice were immaterial to MMC’s results, therefore, its operating results for 2008 were not reclassified to discontinued operations.

Summarized Statements of Income data for discontinued operations is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions of dollars)	2009		2008		2009		2008
Revenue	$—		$ 19		$ 32		$ 49
Income before provision for income tax	$—		$ 6		$ 11		$ 10
Provision for income tax	1		1		4		2
Income (loss) from discontinued operations	(1	)	5		7		8
(Loss) gain on disposal of discontinued operations	13		(4	)	4		28
Provision for income tax	8		23		32		40
(Loss) gain on disposal of discontinued operations, net of tax	5		(27	)	(28	)	(12	)
Discontinued operations, net of tax	$ 4		$(22	)	$(21	)	$ (4	)

The balance sheet data for KGS has not been reclassified and is included in MMC’s consolidated balance sheet at December 31, 2008 in the following categories:


(In millions of dollars)
Assets of discontinued operations:
Current assets	$	18
Fixed assets, net		2
Goodwill and intangible assets		62
Total assets of discontinued operations	$	82
Liabilities of discontinued operations:
Accounts payable and accrued liabilities	$	7
Total liabilities of discontinued operations	$	7

MASCO CORP /DE/

On July 31, 2009, the Company completed the sale of a European business unit in the Plumbing Products segment. The Company received cash of $2 million and recognized a net loss of $22 million for the sale of this business unit.

		During the second quarter of 2009, the Company recorded income of $1 million included in gain on disposal of discontinued operations related to cash received for a disposition completed in prior years.

		During the first quarter of 2008, the Company determined that several European business units (previously included in the Plumbing Products segment and the Other Specialty Products segment) were not core to the Company’s long-term growth strategy and, accordingly, embarked on a plan of disposition; the dispositions were completed in August 2008.

		During the second quarter of 2008, the Company recorded income of $6 million related to a previously recorded impairment charge.

		The Company has accounted for the 2009 and 2008 dispositions as discontinued operations.

		Selected financial information for these discontinued operations was as follows, in millions:


	Three Months Ended						Nine Months Ended
	September 30						September 30
	2009			2008			2009			2008
Net sales	$	4		$	24		$	30		$	162

(Loss) income from discontinued operations	$	(2	)	$	(4	)	$	(10	)	$	7
(Loss) gain on disposal of discontinued operations		(22	)		(4	)		(21	)		3
Impairment of assets held for sale		—			6			—			(45	)

(Loss) before income tax		(24	)		(2	)		(31	)		(35	)
Income tax benefit		1			—			1			20

(Loss) from discontinued operations, net	$	(23	)	$	(2	)	$	(30	)	$	(15	)

The unusual relationship between income taxes and loss before income taxes (excluding the impairment charge for assets held for sale) resulted primarily from certain losses providing no current tax benefit and from income not subject to taxes.

MERRILL LYNCH & CO., INC.

Note 18. Discontinued Operations

During the three and nine months ended September 26, 2008, Merrill Lynch recorded pre-tax losses of $53 million and $110 million, and net losses of $32 million and $45 million within discontinued operations. Such results were associated with Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York, which were sold in 2007, and Merrill Lynch Capital, which was sold in 2008.

METLIFE INC


18.	Discontinued Operations

Real Estate

The Company actively manages its real estate portfolio with the objective of maximizing earnings through selective acquisitions and dispositions. Income related to real estate classified as held-for-sale or sold is presented in discontinued operations. These assets are carried at the lower of depreciated cost or estimated fair value less expected disposition costs.

The following information presents the components of income from discontinued real estate operations:


	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2009			2008			2009			2008
				(In millions)

Revenues:
Investment income	$	3		$	7		$	6		$	9
Investment expense		(1	)		(1	)		(1	)		(3	)

Total revenues		2			6			5			6
Provision for income tax		1			3			2			5

Income from discontinued operations, net of income tax	$	1		$	3		$	3		$	1

The carrying value of real estate related to discontinued operations was $50 million and $51 million at September 30, 2009 and December 31, 2008, respectively.

The following table presents the discontinued real estate operations by segment:


	Three Months				Nine Months
	Ended				Ended
	September 30,				September 30,
	2009		2008		2009		2008
			(In millions)

Net investment income:
Institutional	$	2	$	5	$	5	$	7
Individual		—		1		—		(1	)
Corporate & Other		—		—		—		—

Total net investment income	$	2	$	6	$	5	$	6

Operations

Texas Life Insurance Company

During the fourth quarter of 2008, the Holding Company entered into an agreement to sell its wholly-owned subsidiary, Cova, the parent company of Texas Life, to a third party and the sale occurred in March 2009. (See also Note 2.) The following tables present the amounts related to the operations of Cova that have been reflected as discontinued operations in the consolidated statements of income and balance sheet:


	Three Months					Nine Months
	Ended					Ended
	September 30,					September 30,
	2009		2008			2009		2008
			(In millions)

Revenues:
Premiums	$	—	$	4		$	3	$	12
Universal life and investment-type product policy fees		—		16			15		61
Net investment income		—		10			6		29
Net investment gains (losses)		—		(1	)		1		(1	)

Total revenues		—		29			25		101

Expenses:
Policyholder benefits and claims		—		12			10		48
Interest credited to policyholder account balances		—		4			3		14
Policyholder dividends		—		1			1		2
Other expenses		—		6			5		21

Total expenses		—		23			19		85

Income before provision for income tax		—		6			6		16
Provision for income tax		—		2			2		7

Income from operations of discontinued operations, net of income tax		—		4			4		9
Gain on disposal, net of income tax		—		—			32		—

Income from discontinued operations, net of income tax	$	—	$	4		$	36	$	9


	December 31, 2008
	(In millions)

Fixed maturity securities	$	514
Equity securities		1
Mortgage and consumer loans		41
Policy loans		35
Real estate and real estate joint ventures held-for-investment		2

Total investments		593
Cash and cash equivalents		32
Accrued investment income		7
Premiums and other receivables		19
DAC and VOBA		232
Deferred income tax asset		61
Other assets		2

Total assets held-for-sale	$	946

Future policy benefits	$	180
Policyholder account balances		356
Other policyholder funds		181
Policyholder dividends payable		4
Current income tax payable		1
Other liabilities		26

Total liabilities held-for-sale	$	748

Reinsurance Group of America, Incorporated

As more fully described in Note 2 of the Notes to the Consolidated Financial Statements included in the 2008 Annual Report, the Company completed a tax-free split-off of its majority-owned subsidiary, RGA, in September 2008. As a result of the disposition, the Reinsurance segment was eliminated and RGA’s operating results were reclassified to discontinued operations of Corporate & Other for all periods presented. Interest on economic capital associated with the Reinsurance segment has been reclassified to the continuing operations of Corporate & Other.

The following table presents the amounts related to the 2008 operations of RGA that have been reflected as discontinued operations in the consolidated statements of income:


	Three Months			Nine Months
	Ended			Ended
	September 30, 2008			September 30, 2008
	(In millions)

Revenues:
Premiums	$	878		$	3,535
Net investment income		143			597
Other revenues		16			69
Net investment gains (losses)		(87	)		(249	)

Total revenues		950			3,952

Expenses:
Policyholder benefits and claims		732			2,989
Interest credited to policyholder account balances		(29	)		108
Other expenses		213			699

Total expenses		916			3,796

Income before provision for income tax		34			156
Provision for income tax		10			53

Income from discontinued operations, net of income tax, available to MetLife, Inc.’s common shareholders		24			103
Income from discontinued operations, net of income tax, attributable to noncontrolling interests		23			94
Loss on disposal, net of income tax		(458	)		(458	)

Loss from discontinued operations, net of income tax	$	(411	)	$	(261	)

During the third quarter of 2009, the Company incurred $2 million, net of income tax, of additional costs related to this split-off.

The operations of RGA include direct policies and reinsurance agreements with MetLife and some of its subsidiaries. These agreements are generally terminable by either party upon 90 days written notice with respect to future new business. Agreements related to existing business generally are not terminable, unless the underlying policies terminate or are recaptured. These direct policies and reinsurance agreements do not constitute significant continuing involvement by the Company with RGA. Included in continuing operations in the Company’s interim condensed consolidated statements of income are amounts related to these transactions, including ceded amounts that reduced premiums and fees and ceded amounts that reduced policyholder benefits and claims by $41 million and $23 million, respectively, for the three months ended September 30, 2008, and by $158 million and $136 million, respectively, for the nine months ended September 30, 2008, that have not been eliminated as these transactions have continued after the RGA disposition.

MOLSON COORS BREWING CO

8. DISCONTINUED OPERATIONS

In 2006, we sold our equity interest in the entity that comprised our previously-reported Brazil operating segment, Cervejarias Kaiser Brasil S.A. ("Kaiser") to FEMSA Cerveza S.A. de C.V. ("FEMSA"). As discussed in Note 17 "COMMITMENTS AND CONTINGENCIES," we indemnified FEMSA with respect to certain tax contingencies and other liabilities. We have reflected the results of operations, financial position, and cash flows for the former Brazil segment in our financial statements as discontinued operations.

We recognized a loss from discontinued operations of $9.0 million for the third quarter of 2009 and a gain of $3.2 million in the third quarter of 2008. For the thirty-nine weeks ended September 26, 2009, and September 28, 2008, we recognized losses of $12.9 million and $18.1 million, respectively. The losses for the periods presented were associated with changes in estimates of the carrying value of the indemnity related liabilities, foreign exchange gains and losses and accretion expense related to indemnities we provided to FEMSA with regard to contingent tax and other liabilities, which are discussed further in Note 17 "COMMITMENTS AND CONTINGENCIES."

MORGAN STANLEY

20.

Discontinued Operations.

MSCI. MSCI is a provider of investment decision support tools to investment institutions worldwide. In the quarter ended June 30, 2008 and September 30, 2008, the Company sold approximately 53 million of its MSCI shares in two secondary offerings (see Note 20 to the consolidated financial statements for the fiscal year ended November 30, 2008 included in Exhibit 99.1 in the Form 8-K for further information.) In May 2009, the Company sold all of its remaining 28 million shares in MSCI in a secondary offering. In the quarter ended June 30, 2009, the Company received net proceeds of approximately $573 million and recognized a pre-tax gain of approximately $499 million ($310 million after-tax), net of underwriting discounts, commissions and offering expenses. The results of MSCI prior to the divestiture are included within discontinued operations for all periods presented and recorded within the Institutional Securities business segment.

The table below provides information regarding the MSCI secondary offerings (amounts in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Net proceeds	$	—	$	780	$	573	$	1,560
Net revenues		—		745		503		1,489
Pre-tax gain		—		731		499		1,463

Crescent. In addition, discontinued operations in the quarter and nine month period ended September 30, 2008 include operating results and gains (losses) related to the disposition of certain properties previously owned by Crescent, a real estate subsidiary of the Company. Net revenues included in discontinued operations related to the properties were $3 million and $6 million for the quarter and nine month period ended September 30, 2008, respectively. The results of certain Crescent properties previously owned by the Company were formerly included in the Asset Management business segment.

Summarized Financial Information for the Company’s discontinued operations for the quarters and nine month periods ended September 30, 2009 and 2008:

The table below provides information regarding amounts included within discontinued operations (dollars in millions):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2009		2008			2009		2008
	(dollars in millions)
Pre-tax (loss) gain on discontinued operations:
MSCI	$	—	$	759		$	537	$	1,556
Crescent		—		(3	)		—		(3	)

	$	—	$	756		$	537	$	1,553

MURPHY OIL CORP /DE

Note B – Discontinued Operations

On March 12, 2009, the Company sold its operations in Ecuador for net cash proceeds of $78.9 million. The acquirer also assumed certain tax and other liabilities associated with the Ecuador properties sold. The Ecuador properties sold included 20% interests in producing Block 16 and the nearby Tivacuno area. The Company recorded a gain of $103.6 million, net of income taxes of $14.0 million, from the sale of the Ecuador properties in 2009. The Company used the proceeds of the sale to pay down debt and to partially fund ongoing development projects in other areas. At the time of the sale, the Ecuador properties produced approximately 6,700 net barrels per day of heavy oil and had net proved oil reserves of approximately 4.6 million barrels. Ecuador operating results prior to the sale, and the resulting gain on disposal, have been reported as discontinued operations. The consolidated financial statements for 2008 have been reclassified to conform to this presentation. In past reports, the operating results for the Ecuador properties were primarily included in the Ecuador segment in the Oil and Gas Operating Results table; interest expense associated with the business was previously included in Corporate results. The major assets (liabilities) associated with the Ecuador properties were as follows:


(Thousands of dollars)
Current assets	$	4,214
Property, plant and equipment, net of accumulated depreciation, depletion and amortization		65,178
Other noncurrent assets		683

Assets sold	$	70,075


Current liabilities	$	105,185
Other noncurrent liabilities		35

Liabilities associated with assets sold	$	105,220

The following table reflects the results of operations from the sold properties including the gain on sale.


	Nine Months Ended September 30,
(Thousands of dollars)	2009		2008
Revenues, including a pretax gain on sale of $117,557 in 2009	$	125,654	60,679
Income before income tax expense		110,551	3,001
Income tax expense		12,761	2,122

NEWMONT MINING CORP /DE/

NOTE 9 DISCONTINUED OPERATIONS

Discontinued operations include the Company’s Kori Kollo operation sold in July 2009 and the royalty portfolio and Pajingo operations, both sold in December 2007.

The Company has reclassified the historical balance sheet amounts and the income statement results to Assets and Liabilities of operations held for sale on the Condensed Consolidated Balance Sheets and to Income (loss) from discontinued operations in the Condensed Consolidated Statements of Income for all periods presented. The Condensed Consolidated Statements of Cash Flows have been reclassified for assets held for sale and discontinued operations for all periods presented.

The following table details selected financial information included in the Income (loss) from discontinued operations in the Condensed Consolidated Statements of Income:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009			2008
Sales — gold, net	$	—	$	21		$	32		$	58


Income (loss) from operations	$	—	$	(19	)	$	1		$	(7	)
Loss on impairment		—		—			(44	)		—
Gain on sale of royalty portfolio		—		—			—			5
Gain on sale of Pajingo assets		—		—			—			1

Pre-tax loss		—		(19	)		(43	)		(1	)
Income tax benefit		—		26			29			18

Income (loss) from discontinued operations	$	—	$	7		$	(14	)	$	17

The major classes of Assets and Liabilities of operations held for sale in the Condensed Consolidated Balance Sheets are as follows:


	At September 30,		At December 31,
	2009		2008
Assets:
Accounts receivable	$	—	$	9
Inventories		—		12
Stockpiles and ore on leach pads		—		43
Property, plant and mine development		—		4
Deferred income tax assets		31		2
Other assets		—		3

Total assets of operations held for sale	$	31	$	73


Liabilities:
Current and long-term debt	$	—	$	4
Accounts payable		—		1
Employee-related benefits		—		8
Reclamation and remediation liabilities		—		17
Other liabilities		13		6

Total liabilities of operations held for sale	$	13	$	36

The following table details selected financial information included in Net cash provided from (used in) discontinued operations, Net cash used in investing activities of discontinued operations and Net cash used in financing activities of discontinued operations:


	Nine Months Ended
	September 30,
	2009			2008
Net cash provided from (used in) discontinued operations:
(Loss) income from discontinued operations	$	(14	)	$	17
Impairment of assets held for sale		44			—
Write-down of inventory		7			—
Amortization		3			7
Deferred income taxes		(30	)		(1	)
Other operating adjustments		1			15
Decrease in net operating liabilities		(8	)		(143	)

	$	3		$	(105	)


Net cash used in investing activities of discontinued operations:
Additions to property, plant and mine development	$	—		$	(5	)
Proceeds from asset sales, net		—			(6	)

	$	—		$	(11	)


Net cash used in financing activities of discontinued operations:
Repayment of debt	$	(2	)	$	(3	)

	$	(2	)	$	(3	)

OWENS ILLINOIS INC /DE/

14. Discontinued Operations

The gain on sale of discontinued operations of $7.9 million reported in 2008 relates to an adjustment of the 2007 gain on the sale of the plastics packaging business mainly related to finalizing certain tax allocations and an adjustment to the selling price in accordance with procedures set forth in the final contract.

PEABODY ENERGY CORP

(4) Discontinued Operations

Patriot Coal Corporation

On October 31, 2007, the Company spun-off portions of its formerly Eastern United States (U.S.) Mining operations business segment through a dividend of all outstanding shares of Patriot Coal Corporation (Patriot), which is now an independent public company traded on the New York Stock Exchange (symbol PCX). The spin-off included eight company-operated mines, two joint venture mines, and numerous contractor operated mines serviced by eight coal preparation facilities along with 1.2 billion tons of proven and probable coal reserves.

Revenues from the spun-off operations are the result of supply agreements the Company entered into with Patriot to meet commitments under non-assignable pre-existing customer agreements sourced from Patriot mining operations. The Company makes no profit as part of these arrangements. The loss from discontinued operations for the nine months ended September 30, 2008 was primarily related to the write-off of a $19.4 million receivable related to excise taxes previously paid on export shipments produced from discontinued operations. As part of the Patriot spin-off, the Company retained a receivable for excise tax refunds on export shipments that had previously been ruled unconstitutional by the appellate court. The U.S. Supreme Court reversed the appellate court's ruling on April 15, 2008, and the Company recorded the charge to discontinued operations.

In October 2008, the Energy Improvement and Extension Act of 2008 was enacted, which contained provisions that allow for the refund of coal excise tax collected on coal exported from the U.S. between January 1, 1990 and the date of the legislation. The Company’s claim for refund was approved by the Internal Revenue Service (IRS) in 2009. During the nine months ended September 30, 2009 the refund of approximately $35 million (net of income taxes) was recorded in “Income (loss) from discontinued operations, net of income taxes” in the unaudited condensed consolidated statement of operations. Approximately $59 million was received during 2009 and is shown in net cash used in discontinued operations as a component of cash flows from operating activities in the unaudited condensed consolidated statements of cash flows.

Baralaba

In December 2008, the Company sold its Baralaba Mine, a non-strategic Australian mine. Income tax benefit for the three and nine months ended September 30, 2008 was completely offset by valuation allowances recorded against the deferred tax assets created by operating losses.

Assets Held For Sale

The Company has committed to the divestiture of certain non-strategic Midwestern U.S. mining assets and the divestiture of certain non-strategic Australian mining assets.

Operating results related to discontinued operations were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
	(Dollars in millions)
Revenues:
Patriot Coal Corporation	$83.0	$83.8	$222.9	$ 349.5
Baralaba	-	5.0	-	12.4
Assets held for sale	5.6	16.1	20.5	45.6
Total	$88.6	104.9	$243.4	$407.5

Income (loss) before income taxes:
Patriot Coal Corporation	$(5.0)	$(3.3)	$44.2	$ (23.1)
Baralaba	-	(5.3)	-	(15.0)
Assets held for sale	(0.1)	(6.2)	(6.6)	(20.8)
Total	$(5.1)	$(14.8)	$37.6	$ (58.9)

Income tax provision (benefit):
Patriot Coal Corporation	$(1.9)	$ (1.0)	$17.0	$ (9.1)
Baralaba	-	-	-	-
Assets held for sale	(0.8)	(2.4)	( 3.0)	(7.7)
Total	$ (2.7)	$ (3.4)	$14.0	$ (16.8)

Income (loss) net of income taxes:
Patriot Coal Corporation	$(3.1)	$(2.3)	$27.2	$ (14.0)
Baralaba	-	(5.3)	-	(15.0)
Assets held for sale	0.7	(3.8)	(3.6)	(13.1)
Total	$(2.4)	$ (11.4)	$ 23.6	$ (42.1)

Assets and liabilities related to discontinued operations were as follows:

	September 30, 2009			December 31, 2008
		Assets held			Assets held
	Patriot	for sale	Total	Patriot	for sale	Total
Assets	(Dollars in millions)
Current assets
Other current assets	$40.2	$ -	$40.2	$51.0	$-	$51.0
Total current assets	40.2	-	40.2	51.0	-	51.0
Noncurrent assets
Investments and other assets	-	27.3	27.3	4.9	30.4	35.3
Total assets	$40.2	$ 27.3	$67.5	$55.9	$30.4	$86.3

Liabilities
Current liabilities
Accounts payable and accrued expenses	$32.6	$3.5	$36.1	$69.1	$5.4	$74.5
Total current liabilities	32.6	3.5	36.1	69.1	5.4	74.5
Noncurrent liabilities
Other noncurrent liabilities	2.4	12.9	15.3	12.8	14.0	26.8
Total liabilities	$35.0	$16.4	$51.4	$81.9	$19.4	$101.3

“Other current assets” in the Patriot column included receivables from customers in relation to the supply agreements with Patriot and “Accounts payable and accrued expenses” in the Patriot column included the amounts due to Patriot on these pass-through transactions.

PIONEER NATURAL RESOURCES CO

NOTE R. Discontinued Operations

During the three months ended June 30, 2009, the Company committed to a plan to sell its shelf properties in the Gulf of Mexico and sold its Mississippi assets. The Company completed the sale of substantially all of its shelf properties in the Gulf of Mexico on August 6, 2009. As of September 30, 2009, the Company had $1.8 million of asset retirement obligations attributable to certain unsold shelf properties in the Gulf of Mexico that are classified as discontinued operations available for sale in the accompanying consolidated balance sheet as of September 30, 2009. The Company had no asset carrying values attributable to these unsold properties as of September 30, 2009, and expects to complete its plans to divest the properties during the fourth quarter of 2009 or the first half of 2010. The Company has reflected the results of operations of these properties as discontinued operations, rather than as a component of continuing operations, in the accompanying consolidated statements of operations. Additionally, in April 2006 and November 2007, the Company completed the sale of its Argentine assets and Canadian subsidiaries. During the three and nine months ended September 30, 2008, the Company continued to realize certain net costs and expense increments associated with these divestitures. The following table represents the components of the Company’s discontinued operations for the three and nine month periods ended September 30, 2009 and 2008:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
	(in thousands)
Revenues and other income:
Oil and gas	$	2,000		$	11,787		$	13,722		$	46,406
Interest and other		—			146			—			2,135
Gain (loss) on disposition of assets, net (a)		17,823			—			18,129			(6	)

		19,823			11,933			31,851			48,535

Costs and expenses:
Oil and gas production		477			2,384			5,126			5,659
Production and ad valorem taxes		(155	)		95			(37	)		309
Depletion, depreciation and amortization (a)		1			6,202			3,863			13,620
Exploration and abandonments (a)		7			1,655			290			7,127
General and administrative		144			225			108			440
Accretion of discount on asset retirement obligations (a)		89			199			531			597
Other		—			338			—			(51	)

		563			11,098			9,881			27,701


Income from discontinued operations before income taxes		19,260			835			21,970			20,834
Income tax provision:
Current		—			(135	)		—			(306	)
Deferred (a)		(7,153	)		(373	)		(8,102	)		(5,811	)

Income from discontinued operations	$	12,107		$	327		$	13,868		$	14,718

(a)	Represents the significant noncash components of discontinued operations.

PITNEY BOWES INC /DE/

4. Discontinued Operations

The following table shows selected financial information included in discontinued operations for the three and nine months ended September 30, 2009 and 2008, respectively:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Pre-tax income	$	-	$	-	$	20,624	$	-
Tax provision		(2,429)		(2,063)		(15,328)		(8,726)
(Loss) gain from discontinued operations, net of tax	$	(2,429)	$	(2,063)	$	5,296	$	(8,726)

Net losses for the three months ended September 30, 2009 and September 30, 2008 relate to the accrual of interest on uncertain tax positions.

Pre-tax income for the nine months ended September 30, 2009 includes $9.8 million of pre-tax income ($6.0 million net of tax) for a bankruptcy settlement received during the first quarter of 2009 pertaining to the leasing of certain aircraft from our former Capital Services business which was sold in 2006, and $10.9 million of pre-tax income ($6.7 million net of tax) representing the release of reserves during the second quarter of 2009 related to the expiration of an indemnity agreement in April 2009 also associated with the sale of Capital Services. This income was partly offset by the accrual of interest on uncertain tax positions. The net loss for the nine months ended September 30, 2008 relates to the accrual of interest on uncertain tax positions.

PPG INDUSTRIES INC

6. Divestiture of Automotive Glass and Services Business

During the third quarter of 2007, the Company entered into an agreement to sell its automotive glass and services business to Platinum Equity (“Platinum”) for approximately $500 million. In the fourth quarter of 2007, PPG was notified that affiliates of Platinum had filed suit in the Supreme Court of the State of New York, County of New York, alleging that Platinum was not obligated to consummate the agreement. Platinum also terminated the agreement. PPG has sued Platinum and certain of its affiliates for damages, including the $25 million breakup fee stipulated by the terms of the agreement, based on various alleged actions of the Platinum parties.

In July 2008, PPG entered into an agreement with affiliates of Kohlberg & Company, LLC, under which PPG would divest the automotive glass and services business to a new company formed by affiliates of Kohlberg. The transaction with affiliates of Kohlberg was completed on September 30, 2008, with PPG receiving total proceeds of $315 million, including $225 million in cash and two 6-year notes totaling approximately $90 million ($60 million at 8.5% interest and $30 million at 10% interest). Both notes, which may be prepaid at any time without penalty, are senior to the equity of the new company. In addition, PPG received a noncontrolling interest of approximately 40 percent in the new company, Pittsburgh Glass Works LLC. This transaction resulted in a third quarter 2008 gain of $15 million pretax, net of transaction costs, and is included in “Other earnings” in the condensed consolidated statement of income for the three and nine months ended September 30, 2008. PPG will account for its interest in Pittsburgh Glass Works LLC under the equity method of accounting from October 1, 2008 onward. PPG has retained certain liabilities for pension and post-employment benefits earned for service up to September 30, 2008. As of December 31, 2008, these liabilities included approximately $280 million for employees who were active as of the divestiture date and approximately $520 million for individuals who were retirees of the business as of the divestiture date. In 2009, PPG expects to recognize expense totaling $40 million related to these obligations. In addition, PPG is providing certain transition services, including information technology and accounting services, to Pittsburgh Glass Works LLC for a period of up to two years.

In the second quarter of 2008, as a result of the reclassification of the automotive glass and services business to continuing operations, PPG recorded a one-time, non-cash charge of $17 million ($11 million aftertax) to reflect a catch-up of depreciation expense, which was suspended when the business was classified as a discontinued operation. Additionally, in the second quarter of 2008, PPG recorded a charge of $19 million ($12 million aftertax) for special termination benefits and a pension curtailment loss relating to the impact of benefit changes, including accelerated vesting, negotiated as part of the sale. This charge is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of income for the nine months ended September 30, 2008.

Pittsburgh Glass Works LLC ceased production at its Oshawa, Canada plant in the first quarter of 2009 and also has announced that it will close its Hawkesbury, Canada plant in the first quarter of 2010. Under Canadian pension regulations, these plant closures will result in partial wind-ups of the pension plans for former employees in Canada, the liability for which was retained by PPG. Each of these partial wind-ups will result in a settlement charge against PPG earnings currently estimated at $20-$30 million and a required cash contribution to fund the deficits currently estimated at $10-$15 million. The deficits can be funded over the five year period following the partial wind-ups. The settlement charge will be taken following the approval of the partial wind-ups by the Canadian pension authorities and when the related cash contributions are completed.

PRECISION CASTPARTS CORP

(4)

Discontinued Operations

The net loss from discontinued operations in the current quarter includes an impairment charge of approximately $8.7 million (net of tax) related to the automotive fastener businesses held for sale. The impairment charge is recorded as selling and administrative expenses.

The components of discontinued operations for the periods presented are as follows:


	Three Months Ended						Six Months Ended
	9/27/09			9/28/08			9/27/09			9/28/08
Net sales	$	9.1		$	27.3		$	20.8		$	58.1
Cost of goods sold		8.2			27.0			18.9			56.5
Selling and administrative expenses		12.0			(0.9	)		13.0			0.6

(Loss) income from operations before income taxes		(11.1	)		1.2			(11.1	)		1.0
Interest income		—			(0.1	)		—			(0.1	)
Income tax (benefit) expense		(2.5	)		0.6			(2.5	)		1.2

Net (loss) income from operations		(8.6	)		0.7			(8.6	)		(0.1	)
(Loss) gain on disposal, net of $0.2, $(0.2), $0.7 and $(0.3) tax benefit (expense), respectively		(2.3	)		3.7			(2.0	)		6.9

Net (loss) income from discontinued operations	$	(10.9	)	$	4.4		$	(10.6	)	$	6.8

Included in the Condensed Consolidated Balance Sheets are the following major classes of assets and liabilities associated with the discontinued operations after adjustment for write-downs to fair value less cost to sell:


	9/27/09		3/29/09
Assets of discontinued operations:
Current assets	$	12.4	$	16.5
Net property, plant and equipment		9.8		19.1
Other assets		2.7		1.9

	$	24.9	$	37.5

Liabilities of discontinued operations:
Long term debt currently due	$	—	$	0.3
Other current liabilities		9.2		11.4
Other liabilities		3.2		3.4

	$	12.4	$	15.1

PRIDE INTERNATIONAL INC

NOTE 2. DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Discontinued Operations

We report discontinued operations in accordance with the guidance of ASC Topic 205, Presentation of Financial Statements, and Topic 360, Property, Plant and Equipment. We reclassify, from continuing operations to discontinued operations, for all periods presented, the results of operations for any asset group either held for sale or disposed of. We define an asset group as an operating group. Such reclassifications had no effect on our net income or stockholders’ equity.

Spin-off of Mat-Supported Jackup Business

On August 24, 2009, we completed the spin-off of Seahawk Drilling, Inc. (“Seahawk”), which holds the assets and liabilities that were associated with our mat-supported jackup rig business. In the spin-off, our stockholders received 100% (approximately 11.6 million shares) of the outstanding common stock of Seahawk by way of a pro rata stock dividend. Each of our stockholders of record at the close of business on August 14, 2009 received one share of Seahawk common stock for every 15 shares of our common stock held by such stockholder and cash in lieu of any fractional shares of Seahawk common stock to which such stockholder otherwise would have been entitled.

The following table presents selected information regarding the results of operations of our former mat-supported jackup business:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues	$	30.8		$	143.9		$	189.4		$	476.4
Operating costs, excluding depreciation and amortization		30.7			77.4			161.6			247.7
Depreciation and amortization		8.4			14.2			37.5			45.3
General and administrative, excluding depreciation and amortization		17.7			1.1			28.4			2.2
Impairment expense		33.4			-			33.4			-
Gain on sales of assets, net		-			(3.0	)		(5.0	)		(21.3	)
Earnings (loss) from operations	$	(59.4	)	$	54.2		$	(66.5	)	$	202.5
Other income (expense), net		(0.1	)		(0.5	)		1.2			0.2
Income (loss) before taxes		(59.5	)		53.7			(65.3	)		202.7
Income taxes		17.5			(18.3	)		18.0			(71.0	)
Income (loss) from discontinued operations	$	(42.0	)	$	35.4		$	(47.3	)	$	131.7

In connection with the spin-off, we made a cash contribution to Seahawk of approximately $47.3 million to achieve a targeted working capital for Seahawk as of May 31, 2009 of $85 million. We and Seahawk also agreed to indemnify each other for certain liabilities that may arise or be incurred in the future attributable to our respective businesses.

As of the date of the spin-off, per ASC Topic 360, we conducted a fair value assessment of the long-lived assets of Seahawk to determine whether an impairment loss should be recognized. We used multiple valuation methods and weighted the results of those methods for the final fair value determination. For the first valuation technique, we applied the income approach using a discounted cash flows methodology. Our valuation was based upon unobservable inputs that required us to make assumptions about the future performance of the mat-supported jackup rigs for which there is little or no market data, including projected demand, dayrates and operating costs. We also used a recent third-party valuation and recent analyst research reports for our second and third valuation methods. As a result of our fair value assessment, we determined that the carrying value of the Seahawk long-lived assets exceeded their fair value, resulting in an impairment loss of $33.4 million. We recorded the loss in income from discontinued operations for the three and nine months ended September 30, 2009.

Sale of Eastern Hemisphere Land Rigs

In the third quarter of 2008, we entered into agreements to sell our remaining seven land rigs for $95 million in cash. The sale of all but one rig closed in the fourth quarter of 2008. We leased the remaining rig to the buyer until the sale of that rig closed, which occurred in the second quarter of 2009. We recognized an after-tax gain of $5.2 million upon closing the sale of the last rig. Accordingly, this gain, the recognition of which had been previously deferred, was reflected in our income from discontinued operations for the nine months ended September 30, 2009. The following table presents selected information regarding the results of operations of this operating group:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues	$	-		$	16.4		$	6.7		$	52.5
Income (loss) before taxes		(0.4	)		2.6			(0.8	)		6.2
Income taxes		(1.1	)		(2.2	)		(1.8	)		(7.6	)
Gain on disposal of assets, net of tax		-			-			5.4			-
Income (loss) from discontinued operations	$	(1.5	)	$	0.4		$	2.8		$	(1.4	)

Other Divestitures

In February 2008, we completed the sale of our fleet of three self-erecting, tender-assist rigs for $213 million in cash. We operated one of the rigs until mid-April 2009, when we transitioned the operations of that rig to the owner.

During the third quarter of 2007, we completed the disposition of our Latin America Land and E&P Services segments for $1.0 billion in cash. The purchase price was subject to certain post-closing adjustments for various indemnities. From the closing date of the sale through September 30, 2009, we recorded a total gain on disposal of $325.4 million, which included certain estimates for the settlement of closing date working capital, valuation adjustments for tax and other indemnities provided to the buyer and selling costs incurred by us. We have indemnified the buyer for certain obligations that may arise or be incurred in the future by the buyer with respect to the business. We believe it is probable that some of these liabilities will be settled with the buyer in cash. Our total estimated gain on disposal of assets includes a $29.7 million liability based on our fair value estimates for the indemnities. In December 2008, the final amount of working capital payable by the buyer to us was determined in accordance with the purchase agreement to be approximately $44.5 million, plus approximately $5.8 million of accrued interest to September 30, 2009. To date, the buyer has not made the required payment, and we have received no assurance that payment will be made. The buyer has made various tax and other indemnification claims totaling approximately $39.9 million, as compared to our recorded liabilities related to these claims of $30.5 million. We continue to pursue collection of the amounts due to us and resolution of the tax and indemnification claims with the buyer. The expected settlement dates for the remaining tax indemnities vary from within one year to several years. Our final gain may be materially affected by the final resolution of these matters.

The following table presents selected information regarding the results of operations of these other divestitures:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues	$	(0.4	)	$	19.4		$	15.1		$	74.7
Income (loss) before taxes		(0.6	)		2.3			1.0			5.0
Income taxes		-			(0.5	)		-			(1.5	)
Gain (loss) on disposal of assets, net of tax		(0.2	)		7.3			(1.4	)		146.3
Income (loss) from discontinued operations	$	(0.8	)	$	9.1		$	(0.4	)	$	149.8

PROCTER & GAMBLE CO

10.	Discontinued Operations

In August 2009, the Company announced an agreement to sell our global pharmaceuticals business to Warner Chilcott plc (Warner Chilcott) for $3.1 billion of cash. Under the terms of the agreement, Warner Chilcott will acquire our portfolio of branded pharmaceutical products, our prescription drug product pipeline and manufacturing facilities in Puerto Rico and Germany. In addition, the majority of the 2,300 employees working on the pharmaceuticals business are expected to transfer to Warner Chilcott. The Company expects the transaction to close by the end of the 2009 calendar year, pending necessary regulatory approvals.

The pharmaceuticals business had historically been part of the Company’s Health Care reportable segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of the pharmaceuticals business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the assets and liabilities of the pharmaceuticals business at September 30, 2009 are presented as held for sale in the Consolidated Balance Sheet.

In November 2008, the Company completed the divestiture of our coffee business through the merger of its Folgers coffee subsidiary into The J.M. Smucker Company (Smucker) in an all-stock reverse Morris Trust transaction. In connection with the merger, 38.7 million shares of common stock of the Company were tendered by shareholders and exchanged for all shares of Folgers common stock, resulting in an increase of treasury stock of $2,466 million. Pursuant to the merger, a Smucker subsidiary merged with and into Folgers and Folgers became a wholly owned subsidiary of Smucker. The Company recorded an after-tax gain on the transaction of $2,011 million, which is included in net earnings from discontinued operations in the Consolidated Statement of Earnings for the year ended June 30, 2009.

The coffee business had historically been part of the Company’s Snacks, Coffee and Pet Care reportable segment, as well as the coffee portion of our away-from-home business, which is included in the Fabric Care and Home Care reportable segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of Folgers are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Following is selected financial information included in net earnings from discontinued operations for the pharmaceuticals and coffee businesses:


	Three months ended September 30
	2009								2008
Amounts in millions	Pharmaceuticals			Coffee		Total			Pharmaceuticals			Coffee			Total
Net sales	$	555		$	—	$	555		$	599		$	445		$	1,044

Earnings from discontinued operations		430			—		430			240			116			356
Income tax expense		(150	)		—		(150	)		(80	)		(43	)		(123	)

Net earnings from discontinued operations		280			—		280			160			73			233

Net earnings from discontinued operations of the pharmaceuticals business for the three months ended September 30, 2009 include an after-tax gain of $121 million on the sale of the Actonel brand in Japan.

At September 30, 2009, the major components of assets and liabilities held for sale from the pharmaceuticals business were as follows:


Amounts in millions	September 30, 2009
Accounts receivable	$	261
Inventories		74
Prepaid expenses and other assets		125
Property, plant and equipment, net		76
Goodwill		246
Trademarks and other intangible assets, net		207

Total current assets held for sale	$	989


Accounts payable	$	109
Accrued and other liabilities		417

Total current liabilities held for sale	$	526

PROGRESS ENERGY INC

3.	DIVESTITURES

A.	TERMINALS OPERATIONS AND SYNTHETIC FUELS BUSINESSES

On March 7, 2008, we sold coal terminals and docks in West Virginia and Kentucky (Terminals) for $71 million in gross cash proceeds. The terminals had a total annual capacity in excess of 40 million tons for transloading, blending and storing coal and other commodities. Proceeds from the sale were used for general corporate purposes. During the nine months ended September 30, 2008, we recorded an after-tax gain of $41 million on the sale of these assets. The accompanying consolidated financial statements reflect the operations of Terminals as discontinued operations.

Prior to 2008, we had substantial operations associated with the production of coal-based solid synthetic fuels (Synthetic Fuels) as defined under Section 29 (Section 29) of the Code and as redesignated effective 2006 as Section 45K of the Code (Section 45K and, collectively, Section 29/45K). The production and sale of these products qualified for federal income tax credits so long as certain requirements were satisfied. As a result of the expiration of the tax credit program, all of our synthetic fuels businesses were abandoned and all operations ceased as of December 31, 2007.

On October 21, 2009, a jury delivered a verdict in a lawsuit against Progress Energy and a number of our Synthetic Fuels subsidiaries and affiliates. As a result, during the three months ended September 30, 2009, we recorded a charge of $101 million to discontinued operations, which was net of a previously recorded indemnification liability (See Note 1C) and estimated tax impacts. The ultimate resolution of these matters could result in further adjustments to Synthetic Fuels earnings from discontinued operations. See Note 16C for additional information. The accompanying consolidated statements of income reflect the abandoned operations of our synthetic fuels businesses as discontinued operations.

Results of Terminals and Synthetic Fuels discontinued operations for the three and nine months ended September 30 were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2009			2008			2009			2008
Revenues	$	–		$	–		$	–		$	17
(Loss) earnings before income taxes and noncontrolling interest		(117	)		(1	)		(119	)		9
Income tax benefit, including tax credits and tax levelization		14			1			16			13
Earnings attributable to noncontrolling interests of Synthetic Fuels		–			–			–			(1	)
Net (loss) earnings from discontinued operations attributable to controlling interests		(103	)		–			(103	)		21
Gain on disposal of discontinued operations, including income tax expense of $7		–			–			–			41
(Loss) earnings from discontinued operations attributable to controlling interests	$	(103	)	$	–		$	(103	)	$	62

B.	COAL MINING BUSINESSES

On March 7, 2008, we sold the remaining operations of Progress Fuels subsidiaries engaged in the coal mining business (Coal Mining) for gross cash proceeds of $23 million. Proceeds from the sale were used for general corporate purposes. These assets included Powell Mountain Coal Co. and Dulcimer Land Co., which consisted of about 30,000 acres in Lee County, Va., and Harlan County, Ky. As a result of the sale, during the nine months ended September 30, 2008, we recorded an after-tax gain of $7 million on the sale of these assets.

The accompanying consolidated financial statements reflect Coal Mining as discontinued operations. Results of Coal Mining discontinued operations for the three and nine months ended September 30 were as follows:


(in millions)	Three Months Ended September 30, 2008			Nine Months Ended September 30, 2008
Revenues	$	–		$	2
Loss before income taxes		(1	)		(7	)
Income tax benefit		–			2
Net loss from discontinued operations		(1	)		(5	)
Gain on disposal of discontinued operations, including income tax expense of $2		–			7
(Loss) earnings from discontinued operations	$	(1	)	$	2

C.	OTHER DIVERSIFIED BUSINESSES

Also included in discontinued operations are amounts related to adjustments of our prior sales of other diversified businesses, primarily the Competitive Commercial Operations (CCO) in Georgia and Progress Rail Services Corporation. These adjustments are mainly due to the finalization of working capital and in connection with guarantees and indemnifications provided by Progress Fuels and Progress Energy for certain legal, tax and environmental matters (See Note 16B). The ultimate resolution of these matters could result in additional adjustments in future periods. For the three months ended September 30, 2009 and 2008, we recorded additional gains of $1 million and $2 million, net of tax, respectively. For the nine months ended September 30, 2009, net gains and losses were not material. For the nine months ended September 30, 2008, we recorded additional gains of $2 million, net of tax.

ProLogis

5. Assets Held for Sale and Discontinued Operations:

The operations of the properties held for sale or disposed of to third parties and the aggregate net gains recognized upon their disposition are presented as discontinued operations in our Consolidated Statements of Operations for all periods presented, unless the property was developed under a pre-sale agreement. Interest expense is included in discontinued operations only if it is directly attributable to these operations or properties.

As discussed in Note 2, all of the assets and liabilities associated with our China operations were classified as held for sale in our accompanying Consolidated Balance Sheet as of December 31, 2008, as well as one property in Japan that we sold to a third party in April 2009.

We had no properties classified as held for sale at September 30, 2009.

During the first nine months of 2009, other than our China operations, we disposed of 128 properties to third parties aggregating 13.7 million square feet, 3 of which were development properties. This includes a portfolio of 90 properties aggregating 9.6 million square feet that were sold to a single venture and we will continue to act as property manager for this venture. During all of 2008, we disposed of 15 properties to third parties, 6 of which were development properties, as well as land subject to ground leases.

The income attributable to discontinued operations is summarized as follows (in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2009	2008	2009	2008
Revenues:
Rental revenue	$ 96	$ 28,079	$ 37,033	$ 78,312
Other income	—	84,258	93	84,295
Total revenues	96	112,337	37,126	162,607
Expenses:
Rental expenses	(624)	11,038	10,033	26,230
General and administrative	—	4,191	1,305	12,815
Depreciation and amortization	109	7,415	8,614	23,633
Other expenses	—	83,842	7	84,782
Total expenses	(515)	106,486	19,959	147,460
Operating income	611	5,851	17,167	15,147
Total other income, (expense) net	—	(2,176)	787	(13,186)
Noncontrolling interest share in (earnings) loss	—	2,458	(144)	8,175
Income attributable to assets held for sale and disposed properties	611	6,133	17,810	10,136
Net gain related to disposed assets - China operations	—	—	3,315	—
Net gains recognized on property dispositions	14,270	2,600	211,294	10,393
Total discontinued operations	$ 14,881	$ 8,733	$ 232,419	$ 20,529

The following information relates to properties disposed of during the periods presented and recorded as discontinued operations, excluding the China operations and including minor adjustments to previous dispositions (dollars in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2009	2008	2009	2008
Number of properties	3	4	128	9
Net proceeds from dispositions	$ 33,952	$ 14,909	$ 700,758	$ 81,411
Net gains from dispositions	$ 14,270	$ 2,600	$ 211,294	$ 10,393

RAYTHEON CO/

6. Discontinued Operations

Results from discontinued operations were as follows:


	Three Months Ended
	Pretax Income (Loss)						After-tax Income (Loss)
(In millions)	Sept. 27, 2009			Sept. 28, 2008			Sept. 27, 2009			Sept. 28, 2008
Raytheon Aircraft	$	2		$	1		$	1		$	—
Flight Options		(1	)		—			(1	)		—
Other Discontinued Operations		(1	)		(2	)		(1	)		—

Total	$	—		$	(1	)	$	(1	)	$	—


	Nine Months Ended
	Pretax Income (Loss)						After-tax Income (Loss)
(In millions)	Sept. 27, 2009			Sept. 28, 2008			Sept. 27, 2009			Sept. 28, 2008
Raytheon Aircraft	$	5		$	1		$	5		$	—
Flight Options		(1	)		—			(1	)		—
Other Discontinued Operations		(5	)		(5	)		(5	)		(2	)

Total	$	(1	)	$	(4	)	$	(1	)	$	(2	)

In 2007, we sold our Raytheon Aircraft Company (Raytheon Aircraft) and Flight Options LLC (Flight Options) businesses. As a result, we present Raytheon Aircraft, Flight Options and our other previously disposed businesses (Other Discontinued Operations) as discontinued operations for all periods. All residual activity relating to our disposed businesses appears in discontinued operations.

We retained certain assets and liabilities of these disposed businesses. At September 27, 2009 and December 31, 2008, we had $70 million and $71 million, respectively, in non-current assets primarily related to our subordinated retained interest in general aviation finance receivables previously sold by Raytheon Aircraft. At September 27, 2009 and December 31, 2008, we had $63 million and $77 million of liabilities, respectively, primarily in current liabilities related to certain environmental and product liabilities, aircraft lease obligations, non-income tax obligations and various contract obligations. We also have certain income tax obligations relating to these disposed businesses, which we include in our income tax disclosures. The Internal Revenue Service (IRS) concluded a federal excise tax audit and assessed us additional excise tax related to the treatment of certain Flight Options customer fees and charges, which we have appealed. We continue to believe that an unfavorable outcome is not probable and expect that any potential liability will not have a material adverse effect on our financial position, results of operations or liquidity. We also retained certain U.K. pension assets and obligations for a limited number of U.K. pension plan participants as part of the Raytheon Aircraft sale, which we include in our pension disclosures.

REGIONS FINANCIAL CORP

NOTE 13—Discontinued Operations

On March 30, 2007, Regions sold EquiFirst Corporation (“EquiFirst”), a wholly-owned non-conforming mortgage origination subsidiary, for approximately $76 million and recorded an after-tax gain of approximately $1 million. Consequently, the business related to EquiFirst has been accounted for as discontinued operations and the results are presented separately on the consolidated statements of income following the results from continuing operations. In the third quarter of 2008, an adjustment was recorded based on the anticipated final sales price. Resolution of the sales price was completed in October 2008, and was not materially different from the estimated final sales price.

The results from discontinued operations did not impact the three-month or nine-month periods ending September 30, 2009. The results from discontinued operations for the three-month and nine-month periods ending September 30, 2008 are as follows:


*(In millions)*	2008
Total non-interest expense	$	18

Loss from discontinued operations before income taxes		(18	)
Income tax benefit		(7	)

Loss from discontinued operations, net of tax	$	(11	)

RRI ENERGY INC

(17) Discontinued Operations

(a) Retail Energy Segment.

General. On May 1, 2009, we sold our Texas retail business to a subsidiary (the buyer) of NRG Energy, Inc. (NRG) for $287.5 million in cash plus the value of the net working capital. We currently estimate the net working capital to be $78 million. We estimate our net proceeds will be $312 million after certain expenses. In connection with the sale, we received net proceeds of $297 million during primarily the second quarter of 2009 and $15 million during the third quarter of 2009. This sale also included the rights to the Reliant Energy name. Accordingly, we changed our name to RRI Energy, Inc. on May 2, 2009. In connection with the sale, the lawsuit against our former retail affiliates related to the termination of the retail working capital facility has been dismissed.

In connection with the sale transaction, we entered into a twoyear sublease on our corporate office building with the buyer, with sublease rental income totaling $17 million over that period. We also entered a one-year transition services agreement with the buyer, which includes terms and conditions for information technology services, accounting services and human resources.

PreTax Gain on Sale. We recognized during the second quarter of 2009 a pre-tax gain on this sale of $1.2 billion, which is primarily due to the net derivative liability balance of $1.1 billion included in the transaction.

Federal Valuation Allowance. As a result of the sale, we released $50 million of our discontinued federal valuation allowance for deferred tax assets in discontinued operations during the three months ended June 30, 2009.

Use of Proceeds and Assumptions Related to Debt, Deferred Financing Costs and Interest Expense on Discontinued Operations. As required by our debt agreements, offers to purchase secured notes and PEDFA bonds at par were made with a portion of the net proceeds. We purchased $225 million of the outstanding debt ($147 million of the secured notes and $78 million of the PEDFA bonds) in June 2009 and an additional $36 million ($22 million of the secured notes and $14 million of PEDFA bonds) in July 2009. These amounts and activity have been classified in discontinued operations. See note 7. We also classified as discontinued operations the related deferred financing costs and interest expense on this debt. We allocated an insignificant amount and $4 million of related interest expense during the three months ended September 30, 2009 and 2008, respectively, to discontinued operations. We allocated $8 million and $12 million of related interest expense during the nine months ended September 30, 2009 and 2008, respectively, to discontinued operations.

Other Retail Energy Segment Discontinued Operations. We sold our C&I contracts in the PJM (excluding Illinois) and New York areas (collectively, Northeast) in December 2008. As this was a part of our retail energy segment, we have included this activity in our discontinued operations. We have also included our Illinois C&I activity in discontinued operations as it was a part of our retail energy segment and is heldforsale.

(b) Other Discontinued Operations.

Subsequent to the sale of our New York plants in February 2006, we continue to have (a) insignificant settlements with the independent system operator and (b) property tax and sales and use tax settlements. In addition, we periodically record amounts for contingent consideration received for the 2003 sale of our European energy operations. These amounts are classified as discontinued operations in our results of operations and balance sheets, as applicable.

(c) All Discontinued Operations.

The following summarizes certain financial information of the businesses reported as discontinued operations:

	Retail Energy Segment		New York Plants	European Energy	Total
	(in millions)
Three Months Ended September 30, 2009
Revenues...............................................................................	$ 14	⁽¹⁾	$ —	$ —	$ 14
Income before income tax expense/benefit.......................	5	⁽²⁾	—	—	5

Three Months Ended September 30, 2008
Revenues...............................................................................	$ 2,778	⁽³⁾	$ —	$ —	$ 2,778
Loss before income tax expense/benefit...........................	(1,784)	⁽⁴⁾	—	—	(1,784)

Nine Months Ended September 30, 2009
Revenues...............................................................................	$ 2,028	⁽⁵⁾	$ 2	$ —	$ 2,030
Income before income tax expense/benefit.......................	1,262	⁽⁶⁾⁽⁷⁾	3	9	1,274

Nine Months Ended September 30, 2008
Revenues...............................................................................	$ 7,124	⁽⁸⁾	$ —	$ —	$ 7,124
Income (loss) before income tax expense/benefit............	(770)	⁽⁹⁾	(3)	7	(766)

________________

(1) Includes $11 million related to our Illinois C&I activity.

(2) Includes $8 million of unrealized gains on energy derivatives.

(3) Includes $22 million related to our Illinois C&I activity.

(4) Includes $1.7 billion of unrealized losses on energy derivatives.

(5) Includes $51 million related to our Illinois C&I activity.

(6) Includes $1.2 billion gain on sale (of which $1.1 billion relates to derivatives).

(7) Includes $181 million of unrealized losses on energy derivatives.

(8) Includes $42 million related to our Illinois C&I activity.

(9) Includes $624 million of unrealized losses on energy derivatives.

The following summarizes the assets and liabilities related to our discontinued operations:

	September 30, 2009	December 31, 2008
	(in millions)
Current Assets:
Cash and cash equivalents................................................................	$ 5	$ 105
Accounts receivable, principally customer, net.............................	10	870
Derivative assets.................................................................................	57	1,010
Margin deposits..................................................................................	88	295
Accumulated deferred income taxes, net of federal valuation allowance of $4 million and $38 million.........................................	2	217
Other current assets............................................................................	—	9
Total current assets.........................................................................	162	2,506
Property, Plant and Equipment, net.......................................................	—	57
Other Assets:
Goodwill and other intangibles, net..................................................	—	59
Derivative assets.................................................................................	6	324
Accumulated deferred income taxes, net of federal valuation allowance of $3 million and $12 million.........................................	4	48
Other......................................................................................................	—	7
Total long-term assets.....................................................................	10	495
Total Assets..................................................................................	$ 172	$ 3,001

Current Liabilities:
Accounts payable, principally trade................................................	$ 1	$ 480
Derivative liabilities.............................................................................	56	1,637
Margin deposits..................................................................................	9	—
Accrual for transmission and distribution charges........................	—	83
Retail customer deposits....................................................................	—	59
Other current liabilities.......................................................................	6	117
Total current liabilities.....................................................................	72	2,376
Other Liabilities:
Derivative liabilities.............................................................................	12	612
Other liabilities.....................................................................................	7	—
Total other liabilities........................................................................	19	612
Long-term Debt.........................................................................................	—	261
Total long-term liabilities....................................................................	19	873
Total Liabilities.................................................................................	$ 91	$ 3,249

SARA LEE CORP

Discontinued Operations and Sold Businesses

In September 2009, the corporation announced that it had received a binding offer to acquire its global body care and European detergents businesses for 1.275 billion euro. The proposed transaction is subject to certain customary closing conditions and regulatory approval. The corporation had previously announced that it was reviewing strategic options for its international household and body care businesses after receiving expressions of interest. These businesses represented approximately 50% of the net sales of the International Household and Body Care segment and this transaction is anticipated to close during 2010. The corporation is also actively marketing for sale its remaining household and body care businesses and, as a result, the businesses comprising the International Household and Body Care segment – air care, body care, shoe care and insecticides – are classified as discontinued operations and are presented in a separate line in the Consolidated Statements of Income for all periods presented. Additionally, the assets and liabilities of these businesses to be sold meet the accounting criteria to be classified as held for sale and have been aggregated and reported on separate lines of the Condensed Consolidated Balance Sheets for all periods presented.

The following is a summary of the operating results of the corporation’s discontinued operations:


	First Quarter Fiscal 2010						First Quarter Fiscal 2009
(In millions)	Net Sales		Pretax Income		Net Income		Net Sales		Pretax Income		Net Income
International Household and Body Care businesses	$	521	$	63	$	94	$	555	$	61	$	39

The $31 million tax benefit reported in the first quarter of 2010 was due to a $53 million net tax benefit that is related primarily to the reversal of a tax valuation allowance in the United Kingdom as the corporation anticipates being able to utilize tax loss carryforwards as a result of the anticipated disposition of the household and body care businesses in that country.

The following is a summary of the net assets held for disposal as of September 26, 2009 and June 27, 2009, which includes the net assets of the international household and body care businesses.


(In millions)	Sept. 26, 2009		June 27, 2009
Trade accounts receivable	$	65	$	60
Inventories		268		262
Other current assets		54		54

Total current assets held for sale		387		376

Property		155		156
Trademarks and other intangibles		225		221
Goodwill		589		568
Other assets		12		8

Assets held for sale	$	1,368	$	1,329

Accounts payable	$	51	$	50
Accrued expenses and other current liabilities		262		227
Current maturities of long-term debt		7		9

Total current liabilities held for sale		320		286
Long-term debt		7		7
Other liabilities		48		57

Liabilities held for sale	$	375	$	350

Noncontrolling interest	$	26	$	22

The discontinued operations cash flows are summarized in the table below:


(In millions) – Increase / (Decrease)	Three Months Ended Sept. 26, 2009			Three Months Ended Sept. 27, 2008
Cash flow from operating activities	$	68		$	62
Cash flow (used in) from investing activities		(3	)		(4	)
Cash flow (used in) from financing activities		(65	)		(58	)
Effect of foreign exchange rates on cash		—			—

Net cash of discontinued operations	$	—		$	—

The cash used in financing operations primarily represents the net activity with the corporate office. The net assets of the discontinued operations do not include cash as all cash has been retained as a corporate asset.

Shire plc

11. Assets held for sale and discontinued operations

At September 30, 2009 assets held for sale had a carrying value of $1.7 million (December 31, 2008: $16.6 million), represented by intangible assets and attributed goodwill for certain products divested to Laboratories Almirall S.A. (“Almirall”) in 2007. The recognition of the gains arising on the disposal of these products and the de-recognition of the related assets have been deferred pending the completion of the transfer of the relevant regulatory and other consents to the acquirer. These assets divested to Almirall form part of the Specialty Pharmaceuticals operating segment.

At December 31, 2008 assets held for sale also included $14.9 million for the operations of JOI and Jerini Peptide Technologies GmbH, (“JPT”), which were acquired through the Jerini acquisition but were deemed non-strategic to the combined business. From the acquisition of Jerini until the second quarter of 2009 the Company classified JOI and JPT as disposal groups held for sale and as discontinued operations. In May 2009, JPT was divested for cash consideration of $6.7 million, and a loss on disposal of $0.5 million has been recognized within discontinued operations for the nine months to September 30, 2009.

During the second quarter of 2009 it was determined that JOI was no longer going to be divested, and its assets were reclassified as held-and-used, resulting in a re-measurement adjustment of $5.9 million being recognized to record these assets at the lower of their fair value and carrying value. The Company subsequently closed JOI during the second quarter of 2009 and JOI was reclassified as a discontinued operation. The re-measurement adjustment has accordingly been presented within discontinued operations for the nine months to September 30, 2009.

The Company has presented JOI and JPT as discontinued operations, recording a net loss from these operations of $nil and $12.4 million in the three and nine months to September 30, 2009 (2008: $0.9 million and $0.9 million). Revenues from discontinued operations for the three and nine months to September 30, 2009 were $nil and $2.3 million (2008: $1.4 million and $1.4 million), and the pre-tax loss from discontinued operations for the three and nine months to September 30, 2009 were $nil and $12.4 million (2008: $0.9 million and $0.9 million) respectively.

Southwestern Energy Co

(4) DIVESTITURES

In November 2007, the Company entered into an agreement to sell all of the capital stock of its wholly-owned subsidiary, Arkansas Western Gas Company (“AWG”), for $224 million plus working capital. On July 1, 2008, the transaction was closed and the Company received $223.5 million (net of expenses related to the sale). In order to receive regulatory approval for the sale and certain related transactions, the Company paid $9.8 million to AWG for the benefit of its customers. The Company recorded a $57.3 million pre-tax gain on the sale of AWG in the third quarter of 2008. The operating results and cash flows from AWG through June 30, 2008 are included in the unaudited condensed consolidated statements of operations and statements of cash flows. As a result of completion of the sale of AWG, the Company is no longer engaged in any natural gas distribution operations.

In the second quarter of 2008, the Company sold certain natural gas and oil leases, wells and gathering equipment in its Fayetteville Shale play for $518.3 million. Additionally, in the second and third quarters of 2008, the Company sold various natural gas and oil properties in the Gulf Coast and Permian Basin for approximately $240 million in the aggregate. All proceeds from the sales of natural gas and oil properties were credited to the full cost pool. The operating results and cash flows from the divested properties are included in the unaudited condensed consolidated statements of operations and statements of cash flows for the three- and nine-month periods ended September 30, 2008.

SPECTRA ENERGY CORP.

6. Discontinued Operations

In December 2008, we closed on the sale of our interests in the Nevis and Brazeau River natural gas gathering and processing facilities, which were part of the Western Canada Transmission & Processing segment. Results of operations of these assets are reflected as discontinued operations in the Condensed Consolidated Statements of Operations for the 2008 periods presented.

In June 2008, we entered into a settlement agreement related to certain liquefied natural gas transportation contracts under which our Spectra Energy LNG Sales Inc. subsidiary’s claims were satisfied pursuant to commercial transactions involving the purchase of propane from certain parties. We subsequently entered into associated agreements with an affiliate of DCP Midstream and another party for the sale of these propane volumes. Net purchases and sales of propane under these arrangements are reflected as Other discontinued operations.

The following table summarizes the results classified as Income (Loss) From Discontinued Operations, Net of Tax, in the Condensed Consolidated Statements of Operations.


	Operating Revenues		Pre-tax Earnings (Loss)			Income Tax Expense (Benefit)			Income (Loss) From Discontinued Operations, Net of Tax
	(in millions)
Three Months Ended September 30, 2009
Western Canada Transmission & Processing	$	1	$	1		$	—		$	1
Other		22		—			—			—

Total consolidated	$	23	$	1		$	—		$	1

Three Months Ended September 30, 2008
Western Canada Transmission & Processing	$	7	$	(3	)	$	(1	)	$	(2	)
Other		29		—			—			—

Total consolidated	$	36	$	(3	)	$	(1	)	$	(2	)

Nine Months Ended September 30, 2009
Western Canada Transmission & Processing	$	1	$	1		$	—		$	1
Other		88		3			1			2

Total consolidated	$	89	$	4		$	1		$	3

Nine Months Ended September 30, 2008
Western Canada Transmission & Processing	$	23	$	(2	)	$	(1	)	$	(1	)
Other		59		1			1			—

Total consolidated	$	82	$	(1	)	$	—		$	(1	)

Starwood Hotel & Resorts Worldwide Inc

Note 14. Discontinued Operations

For the three months ended September 30, 2009, the Company recorded a $1 million tax charge in discontinued operations related to a 2008 administrative tax ruling for an unrelated taxpayer that impacts the tax liability associated with the disposition of one of its businesses several years ago.

For the nine months ended September 30, 2009 and 2008, the Company recorded a net benefit of $1 million and tax charges of $49 million, respectively, in discontinued operations. The Company recorded $2 million and $49 million of tax charges for the nine months ended September 30, 2009 and 2008, respectively, as a result of a 2008 administrative tax ruling discussed above. The charge for the nine months ended September 30, 2009 is offset by a benefit of approximately $3 million related to the final settlement of an uncertain tax position for an entity we sold several years ago.

TEXTRON INC

Note 4: Discontinued Operations

On April 3, 2009, we sold HR Textron, an operating unit previously reported within the Textron Systems segment, for $376 million in cash. The sale resulted in an after-tax gain of $8 million after final settlement and net after-tax proceeds of approximately $280 million.

In November 2008, we completed the sale of the Fluid and Power business unit and received approximately $527 million in cash and a six-year note with a face value of $28 million. In connection with the final settlement of the transaction in the third quarter of 2009, we also received a five-year note with a face value of $30 million which had no significant impact on the net gain from disposition.

Results of our discontinued businesses are as follows:


	Three Months Ended					Nine Months Ended
	October 3,			September 27,		October 3,			September 27,
(In millions)	2009			2008		2009			2008
Revenue	$	—		$	236	$	48		$	683

Income (loss) from discontinued operations before income taxes	$	—		$	21	$	(1	)	$	46
Income tax expense (benefit)		(1	)		20		(40	)		31

		(1	)		1		39			15
Gain (loss) on sale, net of income taxes		(1	)		—		6			—

Income (loss) from discontinued operations, net of income taxes	$	(2	)	$	1	$	45		$	15

In the first half of 2009, we had a $34 million tax benefit from the reduction in tax contingencies as a result of the HR Textron sale and a valuation allowance reversal on a previously established deferred tax asset.

VENTAS INC

NOTE 4—DISPOSITIONS

We present separately, as discontinued operations, in all periods presented the results of operations for all long-lived assets disposed of or held for sale.

2009 Dispositions

In June 2009, we sold six skilled nursing facilities to Kindred for total consideration of $58.0 million, consisting of a $55.7 million aggregate sale price and a $2.3 million lease termination fee. The proceeds from the sale are currently being held in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary. Cash rent for these assets for the May 1, 2008 to April 30, 2009 lease year was approximately $5.6 million. We recognized a net gain from the sale of these assets of $38.9 million in the second quarter of 2009.

During the first quarter of 2009, we sold five seniors housing assets, one hospital and one MOB to the existing tenants for an aggregate sale price (before expenses) of $95.5 million. We recognized a net gain from the sales of these assets of $27.8 million in the first quarter of 2009.

2008 Dispositions

In December 2008, we sold five seniors housing communities to the existing tenant for an aggregate sale price of $62.5 million. We realized a gain from the sale of these assets of $21.5 million in the fourth quarter of 2008, $8.3 million of which was deferred due to a $10.0 million loan we made to the buyer in conjunction with the sale and will be recognized over a period of three years from the date of sale. We recognized $0.1 million and $0.4 million, respectively, of the gain during the three and nine months ended September 30, 2009.

In April 2008, we sold seven properties for an aggregate sale price of $69.1 million. We recognized a net gain from the sale of these assets of $25.9 million in the second quarter of 2008. In addition, we received a lease termination fee from the existing tenant of $1.6 million.

Set forth below is a summary of the results of operations for the three- and nine-month periods ended September 30, 2009 and 2008 with respect to the properties sold during the nine months ended September 30, 2009 and the year ended December 31, 2008:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2009		2008		2009		2008
	(In thousands)
Revenues:
Rental income	$	—	$	4,426	$	3,360	$	15,454
Interest and other income		—		24		2,423		1,683

		—		4,450		5,783		17,137
Expenses:
Interest		—		1,923		1,173		6,672
Depreciation and amortization		—		972		269		3,820

		—		2,895		1,442		10,492

Income before gain on sale of real estate assets		—		1,555		4,341		6,645
Gain on sale of real estate assets		120		—		67,011		25,869

Discontinued operations	$	120	$	1,555	$	71,352	$	32,514

VERISIGN INC/CA

Note 3. Assets Held for Sale and Discontinued Operations

In 2007, VeriSign announced a change to its business strategy to allow management to focus its attention on its core competencies and to make additional resources available to invest in its core businesses. This strategy calls for the divesture or winding down of the following remaining non-core businesses in the Company’s portfolio as of September 30, 2009: GSC (sold in October 2009), Messaging Services, and Pre-Pay billing and payment (“Pre-Pay”) Services. The Messaging Services business is comprised of Messaging and Mobile Media (“MMM”) Services (sold in October 2009), Content Portal Services (“CPS”), and Mobile Delivery Gateway (“MDG”) Services. All of the remaining non-core businesses in the Company’s portfolio, except for the Pre-Pay Services business, which the Company is currently in the process of winding down, are classified as disposal groups held for sale as of September 30, 2009, and their results of operations have been classified as discontinued operations for all periods presented.

During the first quarter of 2009, the Company disaggregated its ESS disposal group held for sale into the following three businesses: (i) GSC, (ii) iDefense and (iii) MSS. The Company decided to retain its iDefense business and, accordingly, reclassified the assets and liabilities related to iDefense as held and used in 2009. The Company also reclassified the historical results of operations of iDefense from discontinued operations to continuing operations as part of Naming Services for all periods presented.

Completed Divestitures during 2009

On July 6, 2009, the Company sold its MSS business which enables enterprises to effectively monitor and manage their network security infrastructure 24 hours per day, every day of the year, while reducing the associated time, expense, and personnel commitments by relying on the MSS Business’ security platform and experienced security staff for a net cash consideration of $42.9 million. During the nine months ended September 30, 2009, the Company recorded a loss on sale of $5.3 million, net of an income tax expense of $12.9 million, and reversal of estimated losses on disposal recorded prior to sale.

On May 5, 2009, the Company sold its Real-Time Publisher (“RTP”) Services business which allows organizations to obtain access to and organize large amounts of constantly updated content, and distribute it, in real time, to enterprises, Web-portal developers, application developers and consumers. During the nine months ended September 30, 2009, the Company recorded a gain on sale of $7.2 million, net of an income tax benefit of $5.2 million, and reversal of estimated losses on disposal recorded prior to sale.

On May 1, 2009, the Company sold its Communications Services business which provides Billing and Commerce Services, Connectivity and Interoperability Services, and Intelligent Database Services to Transaction Network Services, Inc. (“TNS”) for cash consideration of $226.2 million. During the nine months ended September 30, 2009, the Company recorded a loss on sale of $57.3 million, net of an income tax expense of $55.3 million, and estimated losses on disposal recorded prior to sale. The cash consideration of $226.2 million was determined after certain initial adjustments to reflect the parties’ then-current estimate of working capital associated with the Communications Services business as of the closing date. During the quarter ended September 30, 2009, the Company determined the final working capital adjustment associated with the Communication Services business of $3.8 million which was received by the Company during the quarter.

On April 10, 2009, the Company sold its International Clearing business which enables financial settlement and call data settlement for wireless and wireline carriers. The Company recorded a gain on sale of $12.2 million, net of an income tax benefit of $6.0 million, primarily representing cumulative translation adjustments associated with the business.

Assets Held for Sale

The following table presents the carrying amounts of major classes of assets and liabilities related to assets held for sale as of September 30, 2009 and December 31, 2008:


	September 30, 2009		December 31, 2008
	(In thousands)
Assets:
Accounts receivable	$	24,552	$	58,588
Other current assets		50,047		63,516
Goodwill		97,712		237,177
Other long-lived assets		67,891		124,559

Total assets held for sale	$	240,202	$	483,840

Liabilities:
Accounts payable and accrued liabilities	$	36,027	$	35,853
Deferred revenues		5,428		13,307

Total liabilities related to assets held for sale	$	41,455	$	49,160

As of September 30, 2009, businesses classified as held for sale and presented as discontinued operations are the following:

Global Security Consulting

The Company’s GSC business helps companies understand corporate security requirements, comply with all applicable regulations, identify security vulnerabilities, reduce risk, and meet the security compliance requirements applicable to the particular business and industry. On October 1, 2009, the Company sold its GSC business for cash consideration of $4.9 million.

Messaging and Mobile Media Services

The Company’s MMM Services business consists of the InterCarrier Messaging, PictureMail, Premium Messaging Gateway, and Mobile Enterprise Service offerings. The MMM Services business is an industry-leading global provider of short-messaging, multimedia messaging, and mobile content application services. MMM Services enables messages and multimedia content to be sent globally across any wireless operator and mobile device. MMM Services offers the global connectivity, network reliability, and scalability necessary to capitalize on the fast growing global messaging and media content markets.

On October 23, 2009, the Company sold its MMM Services business for cash consideration of $174.5 million after preliminary adjustments to reflect the parties’ estimate of working capital. The divestiture transaction will be subject to a final adjustment to reflect the actual working capital balance as of the closing date.

Mobile Delivery Gateway Services

MDG Services offer solutions to manage the complex operator interfaces, relationships, distribution, reporting and customer service for the delivery of premium mobile content to customers. The MDG messaging aggregation services enable short messaging and multimedia messaging service connectivity for content providers, aggregators and others to all wireless subscribers of certain carriers and/or countries and regions. MDG Services enable content providers to more rapidly expand their global reach.

Content Portal Services

CPS enables a seamless end-to-end business solution focused on providing best-in-class digital content portal services. CPS can be used as a content delivery platform for games, ringtones, and other content services. CPS is provided to mobile carriers and media companies primarily located in Canada.

In October 2009, the Company decided to wind down the operations of the CPS business after termination of active negotiations with a potential buyer. The Company expects the wind-down to be completed no later than the end of 2010.

The current and historical operations, gains and losses upon disposition, including estimated losses upon disposition, of these disposal groups are presented as discontinued operations for all periods presented in the Company’s Condensed Consolidated Statements of Operations. The amounts presented represent direct operating costs of the disposal groups. The Company has determined direct costs consistent with the manner in which the disposal groups were structured and managed during the respective periods. Allocations of indirect costs such as corporate overhead and goodwill impairments that are not directly attributable to a disposal group have not been made.

For a period of time, the Company will continue to generate cash flows and will report income statement activity in continuing operations that are associated with these disposal groups and certain of the completed divestitures. The activities that will give rise to these impacts are transitional in nature and generally result from agreements that ensure and facilitate the orderly transfer of business operations. The nature, magnitude and duration of the agreements will vary depending on the specific circumstances of the service, location and/or business need. The agreements can include the following: logistics, customer service, support of financial processes, procurement, human resources, facilities management, data collection and information services. Existing agreements generally extend for periods less than 12 months.

During the three months ended September 30, 2009, the Company recorded net gains on disposal, and net reversals of estimated losses on disposal of $5.0 million which are included in discontinued operations. During the nine months ended September 30, 2009, the Company recorded net losses on disposal, and net reversals of estimated losses on disposal of $5.2 million which are included in discontinued operations. During the three and nine months ended September 30, 2008, the Company recorded net losses on disposal, and estimated losses on disposal, of $236.4 million and $273.2 million, respectively, which are included in discontinued operations. Net gains on disposal are recorded on the date the sale of the disposal group is consummated. Full or partial reversals of previously reported estimated losses on disposal are recorded upon changes in the fair values and/or carrying values of the disposal groups.

The following table presents the revenues and the components of discontinued operations, net of tax:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
	(In thousands)
Revenues	$	40,544		$	141,883		$	212,981		$	448,979

(Loss) income before income taxes	$	(5,707	)	$	10,348		$	27,930		$	(40,589	)
Income tax (benefit) expense		(6,937	)		16,583			6,346			7,659

Gain (loss) from discontinued operations		1,230			(6,235	)		21,584			(48,248	)

Gain (loss) on sale of discontinued operations and estimated (losses) reversals on assets held for sale, before income taxes		17,028			(236,738	)		43,099			(276,539	)
Income tax expense (benefit)		12,009			(360	)		48,340			(3,324	)

Gain (loss) on sale of discontinued operations		5,019			(236,378	)		(5,241	)		(273,215	)

Total income (loss) from discontinued operations, net of tax	$	6,249		$	(242,613	)	$	16,343		$	(321,463	)

VERIZON COMMUNICATIONS INC

3.	Dispositions

2009

On May 13, 2009, we announced that we will spin-off a subsidiary of Verizon (Spinco) to our stockholders. Spinco will hold defined assets and liabilities of the local exchange business and related landline activities of Verizon in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin, and in portions of California bordering Arizona, Nevada and Oregon, including Internet access and long distance services and broadband video provided to designated customers in those areas. Immediately following the spin-off, Spinco will merge with Frontier Communications Corporation (Frontier) pursuant to a definitive agreement with Frontier, and Frontier will be the surviving corporation. The transactions do not involve any assets or liabilities of Verizon Wireless.

Depending on the trading prices of Frontier common stock prior to the closing of the merger, Verizon stockholders will collectively own between approximately 66% and 71% of Frontier’s outstanding equity immediately following the closing of the merger, and Frontier stockholders will collectively own between approximately 29% and 34% of Frontier’s outstanding equity immediately following the closing of the merger (in each case, before any closing adjustments). The actual number of shares of common stock to be issued by Frontier in the merger will be calculated based upon several factors, including the average trading price of Frontier common stock during a pre-closing measuring period (subject to a collar) and other closing adjustments. Verizon will not own any shares of Frontier after the merger.

Both the spin-off and merger are expected to qualify as tax-free transactions, except to the extent that cash is paid to Verizon stockholders in lieu of fractional shares.

In connection with the spin-off, Verizon will receive from Spinco approximately $3.3 billion in value through a combination of a special cash payment to Verizon, a reduction in Verizon’s consolidated indebtedness, and, in certain circumstances, the issuance to Verizon of debt securities of Spinco. In the merger, Verizon stockholders are expected to receive approximately $5.3 billion of Frontier common stock, assuming the average trading price of Frontier common stock during the pre-closing measuring period is within the collar and no closing adjustments.

The transaction is subject to the satisfaction of certain conditions, including receipt of state and federal telecommunications regulatory approvals. If the conditions are satisfied, we expect this transaction to close during the second quarter of 2010.

During the three and nine months ended September 30, 2009, we recorded pretax charges of $62 million ($41 million after-tax), for costs incurred related to the separation of the wireline facilities and operations in the markets to be divested to operate on a stand-alone basis subsequent to the closing of the transaction with Frontier, as well as professional advisory and legal fees in connection with this transaction.

2008

On March 31, 2008, we completed the spin-off of the shares of Northern New England Spinco Inc. to Verizon shareowners and the merger of Northern New England Spinco Inc. with FairPoint Communications, Inc. As a result of the spin-off, our net debt was reduced by approximately $1.4 billion. The condensed consolidated statements of income for the periods presented include the results of operations of the local exchange and related business assets in Maine, New Hampshire and Vermont through the date of completion of the spin-off.

During the nine months ended September 30, 2008, we recorded pretax charges of $103 million ($81 million after-tax), for costs incurred related to the separation of the wireline facilities and operations in Maine, New Hampshire and Vermont from Verizon at the closing of the transaction, as well as for professional advisory and legal fees in connection with this transaction.

Vulcan Materials CO

2. Discontinued Operations

In June 2005, we sold substantially all the assets of our Chemicals business, known as Vulcan Chemicals, to Basic Chemicals, a subsidiary of Occidental Chemical Corporation. In addition to the initial cash proceeds, Basic Chemicals was required to make payments under two earn-out agreements subject to certain conditions. During 2007, we received the final payment under the ECU (electrochemical unit) earn-out.

Proceeds under the second earn-out agreement are determined based on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through December 31, 2012 (5CP earn-out). Under this earn-out agreement, cash plant margin for 5CP, as defined in the Asset Purchase Agreement, in excess of an annual threshold amount is shared equally between Vulcan and Basic Chemicals. The primary determinant of the value for this earn-out is the level of growth in 5CP sales volume.

At the June 7, 2005 closing date, the fair value of the consideration received in connection with the sale of the Chemicals business, including anticipated cash flows from the two earn-out agreements, was expected to exceed the net carrying value of the assets and liabilities sold. However, since the proceeds under the earn-out agreements were contingent in nature, no gain was recognized on the Chemicals sale and the value recorded at the closing date referable to these two earn-outs was limited to $128,167,000. Furthermore, under Accounting Standards Codification (ASC) Topic 205, "Presentation of Financial Statements," Section 20-S99-2, upward adjustments to the fair value of the ECU earn-out subsequent to closing, which totaled $51,070,000, were reported in continuing operations, and therefore did not contribute to the gain or loss on the sale of the Chemicals business. A gain on disposal of the Chemicals business is recognized to the extent cumulative cash receipts under the 5CP earn-out exceed the initial value recorded.

During the nine months ended September 30, 2009, we received payments totaling $11,625,000 under the 5CP earn-out related to performance during the year ended December 31, 2008. As these cash receipts exceeded the carrying amount of the 5CP receivable, we recorded a gain on disposal of discontinued operations of $812,000 for the nine months ended September 30, 2009. Any future payments received pursuant to the 5CP earn-out will be recorded as additional gain on disposal of discontinued operations. During 2008, we received a payment of $10,014,000 under the 5CP earn-out related to the year ended December 31, 2007. Through September 30, 2009, we have received a total of $33,913,000 under the 5CP earn-out.

We are liable for a cash transaction bonus payable to certain key former Chemicals employees. This transaction bonus is payable if cash receipts realized from the two earn-out agreements described above exceed an established minimum threshold. Amounts due are payable annually based on the prior year's results. Based on the total cumulative receipts from the two earn-outs, we paid $521,000 in transaction bonuses in the nine months ended September 30, 2009.

There were no net sales or revenues from discontinued operations during the three or nine month periods ended September 30, 2009 or 2008. Results from discontinued operations are as follows (in thousands of dollars):

	Three Months Ended September 30		Nine Months Ended September 30
	2009	2008	2009	2008
Earnings (loss) from results of discontinued operations	$10,397	($1,277)	$19,889	($2,981)
Gain on disposal of discontinued operations	88	0	812	0
Income tax (provision) benefit	(4,177)