us-gaap:UnusualOrInfrequentItemsDisclosureTextBlock

AMGEN INC

14. Other charges

In the three and nine months ended September 30, 2009, we recorded loss accruals for settlements of certain commercial legal proceedings aggregating $8 million and $28 million, respectively. In the three and nine months ended September 30, 2008, we recorded loss accruals for settlements of certain commercial legal proceedings aggregating $4 million and $267 million, respectively, principally related to the settlement of the Ortho Biotech antitrust suit. Such expenses are included in “Other charges” in the Condensed Consolidated Statements of Income.

GANNETT CO INC /DE/

NOTE 3 – Facility consolidation and asset impairment charges

Very difficult business conditions required the Company to perform impairment tests on certain assets including goodwill, other intangible assets, other long lived assets and investments accounted for under the equity method during 2009 and 2008. As a result, the Company has recorded non-cash impairment charges to reduce the book value of certain of those assets. In addition, an impairment charge was taken to reduce the value of certain publishing assets held for sale to fair value less costs to sell.

A summary of these charges is presented below:


									Per Diluted Share
	Pre Tax Amount (a)				After Tax Amount (a)				Amount (a)
	Thirteen Weeks Ended				Thirteen Weeks Ended				Thirteen Weeks Ended
	Sept. 27,		Sept. 28,		Sept. 27,		Sept. 28,		Sept. 27,		Sept. 28,
(in millions, except per share amounts)	2009		2008		2009		2008		2009		2008

Facility consolidation and asset impairment charges

Property, plant and equipment:
Publishing	$	31	$	—	$	20	$	—	$	0.08	$	—
Broadcasting		3		—		2		—		0.01		—

Total property, plant and equipment		35		—		22		—		0.09		—


Other:
Publishing		1		—		—		—		—		—
Broadcasting		4		—		2		—		0.01		—

Total other		4		—		3		—		0.01		—

Total facility consolidation and asset impairment charges		39		—		24		—		0.10		—

Equity method investment		5		—		4		—		0.02		—

Total charges	$	45	$	—	$	29	$	—	$	0.12	$	—


(a)		Total amounts may not sum due to rounding.


									Per Diluted Share
	Pre Tax Amount (a)				After Tax Amount (a)				Amount (a)
	Thirty-nine Weeks Ended				Thirty-nine Weeks Ended				Thirty-nine Weeks Ended
	Sept. 27,		Sept. 28,		Sept. 27,		Sept. 28,		Sept. 27,		Sept. 28,
(in millions, except per share amounts)	2009		2008		2009		2008		2009		2008
Facility consolidation and asset impairment charges

Publishing goodwill:	$	17	$	2,138	$	10	$	2,138	$	0.04	$	9.36
Publishing other intangible assets:		—		176		—		113		—		0.50
Property, plant and equipment:
Publishing		56		185		35		115		0.15		0.50
Broadcasting		3		2		2		1		0.01		—
Corporate		—		1		—		1		—		—

Total property, plant and equipment		59		188		37		117		0.16		0.51


Other:
Publishing		5		—		3		—		0.01		—
Broadcasting		5		—		3		—		0.01		—

Total other		10		—		6		—		0.03		—

Total facility consolidation and asset impairment charges		87		2,502		54		2,368		0.23		10.36

Impairment of publishing assets held for sale		28		—		24		—		0.10		—
Newspaper publishing partnerships and other equity method investments		5		261		4		162		0.02		0.71

Total charges	$	120	$	2,763	$	83	$	2,530	$	0.35	$	11.07


(a)		Total amounts may not sum due to rounding.

2009

The goodwill impairment charge results from the application of the impairment testing provisions included within the goodwill subtopic of ASC Topic 350, “Intangibles-Goodwill and Other” (ASC Topic 350). Because of difficult business conditions, testing for certain reporting units was updated during the second quarter of 2009. For one of the reporting units in the publishing segment, an impairment was indicated. The fair value of the reporting unit was determined using a multiple of earnings technique. The Company then undertook the next step in the impairment testing process by determining the fair value of assets and liabilities within this reporting unit. The implied value of goodwill for this reporting unit was less than the carrying amount by $17 million, and therefore an impairment charge in this amount was taken. Deferred tax benefits were recognized for this charge and therefore the after-tax effect of the goodwill impairment was $10 million or $0.04 per share.

The carrying values of property, plant and equipment at certain publishing businesses were evaluated in the second and third quarters of 2009 due to softening business conditions and, in some cases, changes in expected useful lives. The recoverability of these assets was measured in accordance with the requirements included within ASC Topic 360, “Property, Plant, and Equipment” (ASC Topic 360). This process indicated that the carrying values of certain assets were not recoverable, as the expected undiscounted future cash flows to be generated by them is less than their carrying values. The related impairment loss was measured based on the amount by which the asset carrying value exceeded fair value. Asset group fair values were determined using discounted cash flow technique. Certain asset fair values were based on estimates of prices for similar assets. In addition, as required by ASC Topic 360, the Company revised the useful lives of certain assets, which were abandoned during the year or for which management has committed to a plan to abandon in the near future, in order to reflect the use of those assets over their shortened useful life. As a result of the application of the requirements of ASC Topic 360, the Company recorded third quarter and year-to-date charges of $35 million and $59 million, respectively. Deferred tax benefits were recognized for these charges and therefore the third quarter and year-to-date after-tax impact was $22 million or $0.09 per share and $37 million or $0.16 per share, respectively.

The charges in the “Other” category include shut down costs as well as the impairment of certain broadcast programming assets.

In the second quarter of 2009, in accordance with ASC Topic 360, the Company recorded an impairment charge to reduce the value of certain publishing assets held for sale to fair value less costs to sell. Fair value was determined using a discounted cash flow technique that included the cash flows associated with the expected disposition. This impairment charge was $28 million pre-tax and $24 million after-tax, or $0.10 per share. The charge is reflected in “Other non-operating items” in the Condensed Consolidated Statements of Income.

In the third quarter of 2009, for an investment in which the Company owns a noncontrolling interest, carrying value was written down to fair value because the business underlying the investment had experienced significant and sustained operating losses, leading the Company to conclude that it was other than temporarily impaired. This investment carrying value adjustment was $5 million pre-tax and $4 million on an after-tax basis, or $0.02 per share

2008

Because of softening business conditions within the Company’s publishing segment and the decline in the Company’s stock price and market capitalization experienced at that time, the goodwill impairment testing included within the goodwill subtopic of ASC Topic 350, was updated during the second quarter of 2008. For one of the reporting units in its publishing segment, an impairment was indicated. The fair value of the reporting unit was determined using discounted cash flow and multiple of earnings techniques. The Company then undertook the next step in the impairment testing process by determining the fair value of assets and liabilities within this reporting unit. The implied value of goodwill for this reporting unit was less than the carrying amount by $2.1 billion, and therefore an impairment charge in this amount was taken. There was no tax benefit recognized related to the impairment charge since the recorded goodwill was non-deductible as it arose from stock purchase transactions. Therefore, the after tax effect of the impairment was $2.1 billion or $9.36 per share.

The impairment charge in the second quarter of 2008 of $176 million for other publishing intangible assets was required because revenue results from the underlying businesses had softened from what was expected at the time they were purchased and the assets were initially valued. In accordance with the general intangibles other than goodwill subtopic included within ASC Topic 350, the carrying values of impaired indefinite lived intangible assets, principally mastheads, were reduced to fair value. Fair value was determined using a relief-from-royalty method. The carrying values of certain definite lived intangible assets, principally customer relationships, were reduced to fair value in accordance with the general intangibles other than goodwill subtopic of ASC Topic 350. Fair values were determined using discounted cash flow. Deferred tax benefits were recognized for these intangible asset impairment charges and therefore the after-tax impact was $113 million or $0.50 per share.

The carrying values of property, plant and equipment at certain publishing businesses were evaluated in the second quarter of 2008 due to softening business conditions and, in some cases, changes in expected useful lives. The recoverability of these assets was measured in accordance with ASC Topic 360. This process indicated that the carrying values of certain assets were not recoverable, as the expected undiscounted future cash flows to be generated by them was less than their carrying values. The related impairment loss was measured based on the amount by which the asset carrying value exceeded fair value. Asset group fair values were determined using discounted cash flow or multiple of earnings techniques. Certain asset fair values were based on estimates of prices for similar assets. In addition, as required by ASC Topic 360, the Company revised the useful lives of certain assets, which were abandoned during the year or for which management has committed to a plan to abandon in the near future, in order to reflect the use of those assets over their shortened useful life. As a result of the application of the requirements of ASC Topic 360, the Company recorded charges of $188 million in the second quarter of 2008. Deferred tax benefits were recognized for these charges and therefore the after-tax impact was $117 million or $0.51 per share.

In the second quarter of 2008, for certain of the Company’s newspaper publishing partnership investments, and for certain other investments in which the Company owns a noncontrolling interest, carrying values were written down to fair value because the businesses underlying the investments had experienced significant and sustained declines in operating performance, leading the Company to conclude that they were other than temporarily impaired. The adjustment of newspaper publishing partnership carrying values comprise the majority of these investment charges, and these were driven by many of the same factors affecting the Company’s wholly owned publishing businesses. Fair values were determined using a multiple of earnings or a multiple of revenues technique. These investment carrying value adjustments were $261 million pre-tax and $162 million on an after-tax basis, or $0.71 per share.

Lilly Eli & Co

The components of the charges included in asset impairments, restructuring, and other special charges in our consolidated condensed statements of operations are described below.

We recognized asset impairment, restructuring, and other special charges of $424.8 million in the third quarter of 2009 primarily due to the announced agreement to sell our Tippecanoe Laboratories manufacturing site to an affiliate of Evonik Industries AG (Evonik) by the end of 2009, subject to certain closing conditions. In connection with the sale of the site, we will enter into a nine-year supply and services agreement, whereby the Evonik affiliate will manufacture final and intermediate step active pharmaceutical ingredient (API) for certain of our human and animal health products. The decision to sell the site was based upon a projected decline in utilization of the site due to several factors, including upcoming patent expirations on certain medicines made at the site; our strategic decision to purchase, rather than manufacture, many late-stage chemical intermediates; and the evolution of the our pipeline toward more biotechnology medicines. In addition to the sale of the Tippecanoe site, in the third quarter of 2009 we announced a voluntary exit program for certain U.S. sales employees. Components of the third-quarter restructuring charge include non-cash asset impairment charges and other charges of $363.7 million, and $61.1 million in severance related charges, substantially all of which is expected to be paid in cash by early 2010. The fair value of assets used in determining impairment charges is based on contracted sales prices.

In the second and third quarters of 2009, we incurred other special charges of $105.0 million and $125.0 million, respectively. We are in advanced discussions with the attorneys general for several states that were not part of the Eastern District of Pennsylvania settlement, seeking to resolve their Zyprexa®-related claims, and we have agreed to settlements with the states of Connecticut, Idaho, South Carolina, Utah, and West Virginia. The charge reflects the currently probable and estimable exposures in connection with the states’ claims. See Note 12 for additional information.

In the third quarter of 2008, as a result of our previously announced agreements with Covance Inc. (Covance), Quintiles Transnational Corp. (Quintiles), and Ingenix Pharmaceutical Services, Inc., doing business as i3 Statprobe (i3), and as part of our efforts to transform into a more flexible organization, we recognized asset impairments, restructuring, and other special charges of $182.4 million. We sold our Greenfield, Indiana, site to Covance, a global drug development services firm, and entered into a 10-year service agreement under which Covance will provide preclinical toxicology work and perform additional clinical trials for us as well as operate the site to meet our needs and those of other pharmaceutical industry clients. In addition, we signed agreements with Quintiles for clinical trial monitoring services and with i3 for clinical data management services. Components of the third-quarter 2008 restructuring charge include non-cash charges of $148.3 million primarily related to the loss on sale of assets sold to Covance, severance costs of $27.8 million, and exit costs of $6.3 million. Substantially all of these costs were paid in 2008.

In the second quarter of 2008, we recognized restructuring and other special charges of $88.9 million. In addition, we recognized non-cash charges of $57.1 million for the write down of impaired manufacturing assets that had no future use, which were included in cost of sales. In April 2008, we announced a voluntary exit program that was offered to employees primarily in manufacturing. Components of the second-quarter restructuring charge include total severance costs of $53.5 million related to these programs and $35.4 million related to exit costs incurred during the second quarter in connection with previously announced strategic decisions made in prior periods. Substantially all of these costs were paid by the end of July 2008.

In March 2008, we terminated development of our AIR® Insulin program, which was being conducted in collaboration with Alkermes, Inc. The program had been in Phase III clinical development as a potential treatment for type 1 and type 2 diabetes. This decision was not a result of any observations during AIR Insulin trials relating to the safety of the product, but rather was a result of increasing uncertainties in the regulatory environment, and a thorough evaluation of the evolving commercial and clinical potential of the product compared to existing medical therapies. As a result of this decision, we halted our ongoing clinical studies and transitioned the AIR Insulin patients in these studies to other appropriate therapies. We implemented a patient program in the U.S., and other regions of the world where allowed, to provide clinical trial participants with appropriate financial support to fund their medications and diagnostic supplies through the end of 2008.

We recognized asset impairment, restructuring, and other special charges of $145.7 million in the first quarter of 2008. These charges were primarily related to the decision to terminate development of AIR Insulin. Components of these charges included non-cash charges of $40.9 million for the write down of impaired manufacturing assets that had no use beyond the AIR Insulin program, as well as charges of $91.7 million for estimated contractual obligations and wind-down costs associated with the termination of clinical trials and certain development activities, and costs associated with the patient program to transition participants from AIR Insulin. This amount includes an estimate of Alkermes’ wind-down costs for which we were contractually obligated. The wind-down activities and patient programs were substantially complete by the end of 2008. The remaining component of these charges, $13.1 million, was related to exit costs incurred in the first quarter of 2008 in connection with previously announced strategic decisions made in prior periods.

MICROCHIP TECHNOLOGY INC

(3) Special Charge

During the three months ended June 30, 2009, the Company agreed to the terms of a patent license with an unrelated third-party and signed an agreement on July 9, 2009. The patent license settled alleged infringement claims. The total payment made to the third-party in July 2009 was $1.4 million, $1.2 million of which was expensed in the first quarter of fiscal 2010 and the remaining $0.2 million was recorded as a prepaid royalty that will be amortized over the remaining life of the patent, which expires in June 2010.

MOLSON COORS BREWING CO

6. UNUSUAL OR INFREQUENT ITEMS

We have incurred charges or gains that we believe are not indicative of our normal, recurring operations. As such, we have separately classified these costs as special operating items.

Summary of Special Items

The table below summarizes special items recorded by program (in millions):

		Thirteen Weeks Ended					Thirty-Nine Weeks Ended

		September 26, 2009		September 28, 2008			September 26, 2009		September 28, 2008
Canada—Restructuring, exit and other related costs associated with the Edmonton and Montréal breweries		$	3.8	$	3.0		$	7.5	$	4.9
Canada—Pension curtailment			—		—			5.3		—
U.S.—Costs associated with the MillerCoors joint venture			—		—			—		37.9
U.S.—Impairment of Molson brands intangible asset			—		—			—		50.6
U.S.—Impairment of fixed assets			—		—			—		2.6
U.S.—Gain on sale of distribution business			—		—			—		(21.8	)
U.K.—Restructuring charge			0.2		2.6			2.2		7.3
U.K.—Costs associated with Cobra Beer partnership			—		—			5.7		—
U.K.—Gain on sale of non-core business			—		(2.7	)		—		(2.7	)
U.K.—Other, including certain exit costs			—		0.3			—		0.8
MCI and Corporate—Costs associated with outsourcing and other strategic initiatives			0.3		11.6			0.9		29.2
MCI and Corporate—Costs associated with MillerCoors joint venture			—		10.0			—		27.3

	Total special items	$	4.3	$	24.8		$	21.6	$	136.1

Canada Segment

During the third quarter of 2009, the Canada segment recognized $0.2 million of restructuring costs associated with employee terminations at the Montréal brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $3.6 million of other costs, including a $3.5 million impairment of the held-for-sale value of the former Edmonton brewery due to effect of real estate market declines.

During the third quarter of 2008, the Canada segment recognized $0.7 million of restructuring costs associated with a company-wide effort to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions. The Canada segment also recognized $0.4 million of costs associated with maintaining and preparing the closed Edmonton brewery for sale and a $1.9 million impairment related to certain Montréal brewery assets.

During the first three quarters of 2009, the Canada segment recognized a $5.3 million pension curtailment loss (see Note 16 "PENSION AND OTHER POSTRETIREMENT BENEFITS") and $3.1 million of restructuring costs associated with employee terminations at the Montréal brewery driven by MillerCoors' 2008 decision to produce Blue Moon products at its breweries in the U.S. The segment also recognized $4.4 million of Edmonton brewery site preparation and impairment closure costs during the first three quarters of 2009. During the first three quarters of 2008, and in addition to the charges incurred during the third quarter of 2008, we recognized a total of $2.1 million of costs associated with the closure of the Edmonton brewery.

The following summarizes the activity in the Canada segment restructuring accruals (in millions):

		Severance and other employee-related costs

Balance at December 28, 2008		$	1.4
	Charges incurred		3.1
	Payments made		(3.5	)
	Foreign currency and other adjustments		0.2

Balance at September 26, 2009		$	1.2

U.S. Segment

As discussed in Note 1 "BASIS OF PRESENTATION," effective July 1, 2008, MillerCoors LLC began operations. MCBC's equity income in MillerCoors includes our former U.S. operating segment results, including special items.

Prior to the formation of MillerCoors on July 1, 2008, the U.S. segment recognized an impairment of an intangible asset of $50.6 million associated with Molson brands sold in the U.S. The U.S. also recognized $37.9 million of costs associated specifically with the MillerCoors transaction, $30.3 million of which were related to employee retention costs, and $7.6 million of which were related to integration planning. Also, impairment charges related to fixed assets at the Golden brewery of $2.6 million were recorded, and a net gain of $21.8 million on the sale of two corporate beer distributorships. We sold our Boise, Idaho, beer distributorship for $25.2 million, resulting in a gain of $24.2 million.

All restructuring liabilities related to the U.S. operating business were assumed by MillerCoors on July 1, 2008.

U.K. Segment

The U.K. segment recognized $0.2 million and $2.6 million of employee termination costs in the 2009 and 2008 third quarters, respectively. These related to supply chain restructuring activity and company-wide efforts to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions. The U.K. segment recognized $2.5 million of costs associated with the Cobra Beer Partnership, Ltd. acquisition for the thirty-nine weeks ended September 26, 2009 (see Note 11 "VARIABLE INTEREST ENTITIES"). The U.K. segment also recognized employee severance costs of $3.2 million related to individuals not retained subsequent to the Cobra Beer Partnership, Ltd. acquisition for the thirty-nine weeks ended September 26, 2009.

Amounts recognized for the thirty-nine weeks ended September 28, 2008, included a gain of $2.7 million on the sale of a non-core business in the third quarter and $7.3 million of costs associated with the similar cost-saving restructuring efforts discussed above for the third quarter of 2008.

The following summarizes the activity in the U.K. segment restructuring accruals (in millions):

		Severance and other employee-related costs

Balance at December 28, 2008		$	2.1
	Charges incurred		5.2
	Payments made		(5.3	)
	Foreign currency and other adjustments		0.3

Balance at September 26, 2009		$	2.3

MCI and Corporate

During the third quarter of 2008, MCI and Corporate recognized costs associated with the formation of MillerCoors of $10.0 million, consisting primarily of outside professional services related to the planning and integration efforts involved in the start-up of MillerCoors. Additionally, in January 2008 we signed a contract with a third-party service provider to outsource a significant portion of our general and administrative back office functions in all of our operating segments and in our corporate office. This outsourcing initiative is a key component of our Resources for Growth cost reduction program. During the thirteen weeks ended September 28, 2008, we incurred $5.2 million of external transition costs associated with this outsourcing initiative. In the third quarter of 2008 we incurred $6.4 million of costs associated with efforts associated with other strategic initiatives.

During the first three quarters of 2009, we incurred $0.9 million of costs associated with other strategic initiatives. During the first three quarters of 2008, MCI and Corporate recognized costs related with the formation of MillerCoors of $27.3 million and incurred $29.2 million of external transition costs associated with our outsourcing and other strategic initiatives.

WASTE MANAGEMENT INC


10.	(Income) Expense from Divestitures, Asset Impairments and Unusual Items

Three and Nine Months Ended September 30, 2009

As of December 31, 2008, our “Property and equipment” included $70 million of accumulated costs associated with the development of our waste and recycling revenue management system. Approximately $49 million of these costs were specifically associated with the purchase of the license of SAP’s waste and recycling revenue management software and the efforts required to develop and configure that software for our use. The remaining costs were primarily associated with the general efforts of integrating a revenue management system with our existing applications and hardware.

After a failed pilot implementation of the software in one of our smallest market areas, the development efforts associated with this revenue management system were suspended in 2007. As disclosed in Note 7, in March 2008, we filed suit against SAP and are currently scheduled for trial in May 2010.

During the first quarter of 2009, we determined to enhance and improve our existing revenue management system and not pursue alternatives associated with the development and implementation of a revenue management system that would include the licensed SAP software. Accordingly, after careful consideration of the failures of the SAP software, we determined to abandon any alternative that would include the use of the SAP software. The determination to abandon the SAP software as our revenue management system resulted in a non-cash charge of $49 million.

Three and Nine Months Ended September 30, 2008

We recognized $28 million of net gains from divestitures during the nine months ended September 30, 2008 related to the divestiture of under-performing collection operations in our Southern Group, $2 million of which was recognized during the first quarter of 2008 and $26 million of which was recognized during the third quarter of 2008. The impact of the gains from divestitures was offset, in part, by the recognition of a $3 million impairment charge during the third quarter of 2008 as a result of a decision to close a landfill in our Southern Group.

WILLIAMS COMPANIES INC

Note 4. Asset Sales, Impairments and Other Accruals

The following table presents significant gains or losses reflected in other (income) expense — net within segment costs and expenses:


	Three months ended					Nine months ended
	September 30,					September 30,
	2009		2008			2009		2008
	(Millions)					(Millions)
Exploration & Production
Gain on sale of contractual right to an international production payment	$	—	$	—		$	—	$	(148	)
Impairment of certain natural gas producing properties		—		14			—		14
Penalties from early release of drilling rigs		—		—			32		—
Gas Pipeline
Gain on sale of certain south Texas assets		—		(10	)		—		(10	)

Additional Items

In first-quarter 2009, Midstream recorded a $75 million impairment charge related to an other-than-temporary loss in value associated with its Venezuelan investment in Accroven SRL (Accroven), which is reflected in loss from investments within investing income. Accroven owns and operates gas processing facilities and an NGL fractionation plant for the exclusive benefit of PDVSA. The deteriorating circumstances in the first quarter of 2009 for our Venezuelan operations (see Note 3) caused us to review our investment in Accroven. We utilized a probability-weighted discounted cash flow analysis, which included an after-tax discount rate of 20 percent to reflect the risk associated with operating in Venezuela. (See Note 10.) Accroven was not part of the operations that were expropriated by the Venezuelan government in May 2009. Subsequent to June 30, 2009, we have been engaged in discussions regarding the eventual disposition of Accroven.

In addition, Exploration & Production recorded an $11 million impairment related to a cost-based investment in first-quarter 2009, which is included within investing income. Exploration & Production has a four percent interest in a Venezuelan corporation which owns and operates oil and gas activities. This investment resulted from our previous 10 percent direct working interest in a concession that was converted to a reduced interest in a mixed company at the direction of the Venezuelan government in 2006. Considering our evaluation of the deteriorating financial condition of this corporation, we have recorded an other-than-temporary decline in value of our remaining investment balance.

Investing income within our Other segment includes gains of $10 million from sales of cost-based investments for the nine months ended September 30, 2008.

In second-quarter 2009, Exploration & Production recognized $11 million of income related to the recovery of certain royalty overpayments from prior periods, which is reflected within revenues.