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Johnson Controls Reports 2009 Third Quarter Earnings per Diluted Share of $0.26; Further Improvements in Profitability Expected in Fourth Quarter

MILWAUKEE, July 20 -- Johnson Controls reported a profit of $0.26 per diluted share for the third quarter of 2009. Net sales in the quarter were $7.0 billion, with segment income of $282 million and net income of $163 million. These results compare with net sales of $9.9 billion, segment income of $645 million and net income of $439 million, or $0.73 per diluted share for the third quarter of 2008.

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"In most of our global markets this quarter, economic conditions remain very challenging. I am pleased to report that despite this environment, we returned to solid profitability. The cost improvement initiatives we undertook earlier this year are providing the expected benefits. We believe the company is well positioned to further increase our profitability in our fourth quarter and into 2010. I want to thank our employees and management for their dedication, which enabled us to achieve such a significant improvement in earnings performance," said Johnson Controls Chairman and Chief Executive Officer Steve Roell.

Business results

Automotive Experience sales in the quarter declined 38% to $3.0 billion versus $4.8 billion last year due to significantly lower production volumes globally. Automotive industry production in North America was down 48% versus a year ago as a result of prolonged production shutdowns in the quarter as well as overall lower consumer demand. European production declined 27%. There were some positive volume comparisons in certain European countries where governments are providing incentives to consumers who scrap old cars and purchase new vehicles. The company said that most of these new vehicle sales were in the "A" and "B" (lower cost) segments.

Automotive Experience reported a loss of $14 million in the quarter versus a profit of $199 million in the 2008 period, due to the lower global volumes. This represents a significant sequential improvement over the second quarter of 2009 when the business reported a $275 million loss on revenues of $2.4 billion. The company's Asian operations increased segment income by 31% to $17 million versus 2008. The European segment posted a small profit in the 2009 quarter. The North American segment reported a loss of $34 million reflecting the impact of extended production shutdowns by several of its key customers. The improvements in segment income were primarily the result of cost reduction initiatives which will enable the Automotive Experience business to be profitable in its fourth quarter.

The company said that during the automakers' scheduled summer shutdowns, it would take over two seating and interiors programs currently supplied by Johnson Controls competitors. Johnson Controls said it expects automakers to continue to look for ways to assure continuity of supply and it is well positioned to gain market share from financially distressed competitors.

Building Efficiency sales in the 2009 third quarter were $3.2 billion, down 14% from $3.7 billion last year. Excluding the effect of currency, sales were down 7%. In North America and Western Europe, systems and service revenues were lower, reflecting the overall slowdown in construction spending, lower HVAC equipment volumes and the continued deferral of discretionary maintenance and retrofit projects. In Eastern Europe, the Middle East and Latin America, revenue declines ranged from 10 to 15% excluding the impact of foreign exchange.

The quarter end backlog of uncompleted contracts was $4.4 billion, down 9%. Excluding the impact of foreign exchange the backlog was lower by 6%. The North America backlog was comparable to prior year levels, while there was a double-digit backlog decline in Europe and the Middle East. Significant new projects in the backlog include a $28 million chiller order for Princess Noura University, located in Riyadh, Saudi Arabia, a $10 million systems order that includes fire and security technology for the energy company Petrobas in Brazil and an energy and water conservation project for the Helena, Montana Housing Authority.

The company said that it is bidding on approximately 2,700 projects worth approximately $800 million that are directly attributable to the American Reinvestment and Recovery Act (ARRA) stimulus package. To date, Johnson Controls has been awarded contracts totaling approximately $25 million under the ARRA. However, the company continues to see delays of projects where customers are waiting to determine their eligibility to receive funding. Johnson Controls said that while stimulus-related projects are being awarded at a slower than expected pace, it continues to believe the stimulus program will have a meaningful positive impact on financial performance in the second half of fiscal 2010.

Building Efficiency reported segment income of $190 million in the third quarter of fiscal 2009 compared to $301 million in 2008. Earnings were primarily impacted by lower volumes, particularly in Europe and emerging markets. In addition, unfavorable copper hedges lowered margins. The company noted that it is beginning to benefit from its European-focused restructuring activities. Fourth quarter earnings are expected to sequentially improve due to seasonal factors, the acceleration of cost reduction initiatives and an improved copper hedge position.

Power Solutions sales in the third quarter were $856 million, down 39% from $1.4 billion in the year ago period. Lower lead prices and currency translation negatively impacted revenues; overall unit volumes were 12% lower. Original equipment automotive battery volume was lower in both North America and Europe due to the decline in auto production levels.

Power Solutions segment income was $106 million in the third quarter, down 27% from $145 million last year. The company said the decline was due primarily to the lower unit volume. Income was also negatively impacted in the quarter by a $15 million charge associated with the sale of a former manufacturing facility and other fixed asset write-offs. Due to its cost reduction initiatives, Johnson Controls said it expects Power Solutions fourth quarter income to improve to 2008 levels despite the continued lower expected original equipment volumes.

Johnson Controls said that in the third quarter it started shipping the industry's first lithium-ion hybrid battery systems, for the Mercedes S-Class, which arrives in showrooms this summer.

The company also said it was accelerating its plans to build a new lead smelter in Mexico to process recycled lead. Increasing its in-house smelting capacity is expected to lower production costs and improve segment profitability. The new smelter is expected to be completed in October 2010.

In May, Johnson Controls applied for U.S. government matching funds to build a lithium-ion battery manufacturing plant in the U.S. The company previously announced it had been awarded $148.5 million in incentives from the State of Michigan.

Third quarter details

The reported earnings per share reflect a diluted share count of 676 million shares in the 2009 quarter versus 601 million diluted shares in 2008. The increased 2009 share count is the result of the company's equity-linked debt offerings in March 2009.

Earnings in the 2009 third quarter were positively impacted by a net non-recurring tax benefit of $9 million. Excluding these items, the company earned $0.25 per diluted share in third quarter.

The company's underlying tax rate in the third quarter was 27% compared to 21% in the year-ago period, reflecting changes in the geographic mix of earnings.

Johnson Controls said it generated positive cash flows from operating and investing activities of $343 million in the third quarter and that its net debt to total capitalization improved to 33.8%.

"There are still many uncertainties in our industries, but there is better clarity than there was three months ago. Automotive production globally remains at low levels, but appears to be stabilizing. Industry analysts are beginning to see a bottom in the commercial buildings and residential HVAC markets in the next six to nine months. In addition, we expect an increasingly positive impact from the U.S. stimulus program," Mr. Roell said. "Due to our improved cost structure, Johnson Controls is well-positioned to benefit significantly as the markets improve."

Johnson Controls is the global leader that brings ingenuity to the places where people live, work and travel. By integrating technologies, products and services, we create smart environments that redefine the relationships between people and their surroundings. Our team of 130,000 employees creates a more comfortable, safe and sustainable world through our products and services for more than 200 million vehicles, 12 million homes and one million commercial buildings. Our commitment to sustainability drives our environmental stewardship, good corporate citizenship in our workplaces and communities, and the products and services we provide to customers. For additional information, please visit www.johnsoncontrols.com.

Johnson Controls, Inc. ("the Company") has made forward-looking statements in this presentation pertaining to its financial results for fiscal 2009 and beyond that are based on preliminary data and are subject to risks and uncertainties. All statements other than statements of historical fact are statements that are or could be deemed forward-looking statements and include terms such as "outlook," "expectations," "estimates," or "forecasts." For those statements, the Company cautions that numerous important factors, such as automotive vehicle production levels, mix and schedules, financial distress of key customers, energy prices, the strength of the U.S. or other economies, currency exchange rates, cancellation of or changes to commercial contracts, liquidity, the ability to execute on restructuring actions according to anticipated timelines and costs as well as other factors discussed in the Company's Form 8-k (filed March 9, 2009) could affect the Company's actual results and could cause its actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

                       JOHNSON CONTROLS, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         (in millions, except per share data; unaudited)

                                    Three Months Ended
                                         June 30,
                                    ------------------
                                    2009            2008
                                    ----            ----

  Net sales                       $6,979          $9,865
  Cost of sales                    5,940           8,380
                                   -----           -----
    Gross profit                   1,039           1,485

  Selling, general and
   administrative expenses          (787)           (877)
  Net financing charges              (65)            (69)
  Equity income                       30              37
                                      --              --

  Income from continuing operations
   before income taxes and minority
   interests                         217             576

  Provision for income taxes          50             121
  Minority interests in net earnings
   of subsidiaries                     4              16
                                      --              --

  Net income                        $163            $439
                                    ====            ====

  Diluted earnings per  share      $0.26           $0.73
                                   =====           =====

  Diluted weighted average Shares    676             601
                                     ===             ===
  Shares outstanding at period end   595             594
                                     ===             ===

                     JOHNSON CONTROLS, INC.

          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        (in millions, except per share data; unaudited)

                                    Nine Months Ended
                                         June 30,
                                    -----------------
                                    2009            2008
                                    ----            ----

  Net sales                      $20,630         $28,755
  Cost of sales                   18,224          24,653
                                  ------          ------
    Gross profit                   2,406           4,102

  Selling, general and
   administrative expenses        (2,449)         (2,715)
  Restructuring costs               (230)              -
  Net financing charges             (167)           (204)
  Equity income (loss)              (104)             85
                                    ----              --

  Income (loss) from continuing
   operations before income taxes
   and minority interests           (544)          1,268

  Provision for income taxes         109             266
  Minority interests in net earnings
   (loss) of subsidiaries            (15)             39
                                     ---              --

  Net income (loss)                $(638)           $963
                                   =====            ====

  Diluted earnings (loss)
   per share                      $(1.07)          $1.60
                                  ======           =====

  Diluted weighted average  shares   594             602
                                     ===             ===
  Shares outstanding at period end   595             594
                                     ===             ===

                             JOHNSON CONTROLS, INC.

            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                            (in millions; unaudited)

                                                     June 30,  September 30,
                                                       2009         2008
                                                       ----         ----
    ASSETS
    Cash and cash equivalents                          $543          $384
    Accounts receivable - net                         4,910         6,472
    Inventories                                       1,561         2,099
    Other current assets                              1,769         1,721
                                                      -----         -----
      Current assets                                  8,783        10,676

    Property, plant and equipment - net               3,969         4,389
    Goodwill                                          6,420         6,513
    Other intangible assets - net                       745           769
    Investments in partially-owned affiliates           729           863
    Other noncurrent assets                           1,868         1,777
                                                      -----         -----
      Total assets                                  $22,514       $24,987
                                                    =======       =======

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Short-term debt and current portion
     of long-term debt                                 $777          $743
    Accounts payable and accrued expenses             4,633         6,366
    Other current liabilities                         2,533         2,701
                                                      -----         -----
      Current liabilities                             7,943         9,810

    Long-term debt                                    4,001         3,201
    Other noncurrent liabilities                      2,082         2,316
    Minority interests in equity of subsidiaries        202           236
    Shareholders' equity                              8,286         9,424
                                                      -----         -----
      Total liabilities and shareholders' equity    $22,514       $24,987
                                                    =======       =======

                            JOHNSON CONTROLS, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in millions; unaudited)

                                                        Three Months Ended
                                                             June 30,
                                                        ------------------
                                                       2009           2008
                                                       ----           ----
  Operating Activities
  Net income                                           $163           $439

  Adjustments to reconcile net income to cash
   provided by operating activities:
      Depreciation and amortization                     180            196
      Equity in earnings of partially-owned
       affiliates, net of dividends received             (4)            10
      Minority interests in net earnings of
       subsidiaries                                       4             16
      Deferred income taxes                             (20)           (53)
      Other - net                                        30             28
      Changes in working capital, excluding
       acquisition and divestiture of businesses:
          Receivables                                   (27)          (169)
          Inventories                                   135            (57)
          Restructuring reserves                        (53)           (10)
          Accounts payable and accrued liabilities       92            209
          Change in other assets and liabilities        (18)           (57)
                                                        ---            ---
            Cash provided by operating activities       482            552
                                                        ---            ---

  Investing Activities
  Capital expenditures                                 (103)          (190)
  Sale of property, plant and equipment                   5             10
  Acquisition of businesses, net of cash acquired         -             (4)
  Other - net                                           (41)          (104)
                                                        ---           ----
            Cash used by investing activities          (139)          (288)
                                                       ----           ----

  Financing Activities
  Decrease in short and long-term debt - net            (30)          (142)
  Payment of cash dividends                             (77)           (77)
  Other - net                                            (4)           (22)
                                                         --            ---
            Cash used by financing activities          (111)          (241)
                                                       ----           ----

                                                       ----            ---
  Increase in cash and cash equivalents                $232            $23
                                                       ====            ===

                                JOHNSON CONTROLS, INC.

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in millions; unaudited)

                                                          Nine Months Ended
                                                               June 30,
                                                          -----------------
                                                          2009         2008
                                                          ----         ----
  Operating Activities
  Net income (loss)                                      $(638)        $963

  Adjustments to reconcile net income to cash
  provided by operating activities:
      Depreciation and amortization                        561          581
      Equity in earnings of partially-owned
       affiliates, net of dividends received                55           10
      Minority interests in net earnings (loss) of
       subsidiaries                                        (15)          39
      Deferred income taxes                                202          (73)
      Non-cash impairment of long-lived assets             156            -
      Non-cash impairment of equity investment             152            -
      Other - net                                           72           80
      Changes in working capital, excluding
      acquisition and divestiture of businesses:
          Receivables                                    1,297          260
          Inventories                                      476         (207)
          Restructuring reserves                           (22)         (42)
          Accounts payable and accrued liabilities      (1,661)        (551)
          Change in other assets and liabilities          (288)         (32)
                                                          ----          ---
            Cash provided by operating activities          347        1,028
                                                           ---        -----

  Investing Activities
  Capital expenditures                                     (529)       (551)
  Sale of property, plant and equipment                       8          42
  Acquisition of businesses, net of cash acquired           (32)        (73)
  Other - net                                              (121)       (194)
                                                           ----        ----
            Cash used by investing activities              (674)       (776)
                                                           ----        ----

  Financing Activities
  Increase (decrease) in short and long-term debt - net     704        (338)
  Payment of cash dividends                                (231)       (220)
  Other - net                                                13        (112)
                                                             --        ----
            Cash provided (used) by financing activities    486        (670)
                                                            ---        ----

                                                           ----       -----
  Increase (decrease) in cash and cash equivalents         $159       $(418)
                                                           ====       =====

  1. Business Unit Summary
                               Three Months Ended      Nine Months Ended
                                    June 30,               June 30,
  (in millions)                   (unaudited)            (unaudited)
                                   -----------            -----------
                                2009    2008    %      2009     2008    %
                                ----    ----   ---     ----     ----   ---
    Net Sales
    ---------
    Building efficiency       $3,167  $3,677   -14%  $9,219  $10,220   -10%
    Automotive experience      2,956   4,788   -38%   8,532   14,027   -39%
    Power solutions              856   1,400   -39%   2,879    4,508   -36%
                                 ---   -----          -----    -----
            Net Sales         $6,979  $9,865        $20,630  $28,755
                              ======  ======        =======  =======

    Segment Income
    --------------
    Building efficiency         $190    $301   -37%    $259     $641   -60%
    Automotive experience        (14)    199  -107%    (618)     432  -243%
    Power solutions              106     145   -27%     212      399   -47%
                                 ---     ---            ---      ---
            Segment Income      $282    $645          $(147)  $1,472
                                ====    ====          =====   ======

    Financing charges - net      (65)    (69)          (167)    (204)
    Restructuring costs            -       -           (230)       -
                                ----    ----          -----   ------
    Income from continuing
     operations before
     income taxes and
     minority interests         $217    $576          $(544)  $1,268
                                ====    ====          =====   ======

    Net Sales
    ---------
    Products and systems      $5,304  $7,969   -33% $15,668  $23,271   -33%
    Services                   1,675   1,896   -12%   4,962    5,484   -10%
                               -----   -----          -----    -----
                              $6,979  $9,865        $20,630  $28,755
                              ======  ======        =======  =======

    Cost of Sales
    -------------
    Products and systems      $4,608  $6,869   -33% $14,243  $20,226   -30%
    Services                   1,332   1,511   -12%   3,981    4,427   -10%
                               -----   -----          -----    -----
                              $5,940  $8,380        $18,224  $24,653
                              ======  ======        =======  =======

  (1) Management evaluates the performance of the segments based primarily
  on segment income, which represents income from continuing operations
  before income taxes and minority interest, excluding net financing
  charges and restructuring costs.

  Building efficiency - Provides facility systems and services including
  comfort, energy and security management for the non-residential buildings
  market and provides heating, ventilating, and air conditioning products
  and services for the residential and non-residential building markets.

  Automotive experience - Designs and manufactures interior systems and
  products for passenger cars and light trucks, including vans, pick-up
  trucks and sport/crossover utility vehicles.

  Power solutions -  Services both automotive original equipment
  manufacturers and the battery aftermarket by providing advanced battery
  technology, coupled with systems engineering, marketing and service
  expertise.

  2. Restructuring Costs

  As part of its continuing efforts to reduce costs and improve the
  efficiency of its global operations, the Company announced a restructuring
  plan in the second quarter of fiscal year 2009 and recorded a $230 million
  restructuring charge.

  The restructuring charge relates to cost reduction initiatives in its
  automotive experience, building efficiency and power solutions businesses
  and includes workforce reductions and plant consolidations. The Company
  expects to substantially complete the initiatives in 2010. The automotive-
  related restructuring is in response to the fundamentals of the European,
  North American and Japanese automotive markets. The actions target
  reductions in the company's cost base by decreasing excess manufacturing
  capacity due to lower industry production and the continued movement of
  vehicle production to low-cost countries, especially in Europe. Power
  solutions' actions are focused on optimizing its regional manufacturing
  capacity to reflect lower overall demand for original equipment batteries
  resulting from lower vehicle production levels.

  3. Impairment Charges

  The Company reviews long-lived assets, including property, plant and
  equipment and other intangible assets with definite lives, for impairment
  whenever events or changes in circumstances indicate that its carrying
  amounts may not be recoverable.  At December 31, 2008, the Company
  recorded a $77 million and $33 million impairment charge related to
  property, plant and equipment in the automotive experience business in
  North America and Europe, respectively.  The impairment charge is included
  in cost of sales in the accompanying Condensed Consolidated Statements of
  Income.

  At December 31, 2008, the Company also recorded a $152 million charge
  related to an impairment of an equity investment in a 48%-owned joint
  venture with US Airconditioning Distributors, Inc. in the Company's
  building efficiency business.  This impairment charge is included in
  equity loss in the accompanying Condensed Consolidated Statements of
  Income.

  4. Income Taxes

  As a result of certain events in various jurisdictions during the third
  quarter of fiscal year 2009, the Company decreased their total reserve for
  uncertain tax positions by $33 million.  This is comprised of a $17
  million decrease to tax expense and a $16 million decrease to goodwill.

  The Company's federal income tax returns and certain foreign income tax
  returns for various fiscal years remain under various stages of audit by
  the Internal Revenue Service and respective foreign tax authorities.
  Although the outcome of tax audits is always uncertain, management
  believes that it has appropriate support for the positions taken on its
  tax returns and that its annual tax provisions included amounts sufficient
  to pay assessments, if any, which may be proposed by the taxing
  authorities. At June 30, 2009, the Company has recorded a liability for
  its best estimate of the probable loss on certain of its tax positions,
  the majority of which is included in other noncurrent liabilities in the
  accompanying Condensed Consolidated Statements of Financial Position. It
  is likely that the resolution of certain tax examinations will occur
  within the current fiscal year which may result in favorable tax reserve
  adjustments in an amount not to exceed $70 million.

  In the first quarter of fiscal year 2009, the Company recorded a $30
  million discrete period tax adjustment related to first quarter 2009
  impairment costs using a blended statutory tax rate of 12.6%. Due to the
  tax rate change in the third quarter of fiscal 2009, the discrete period
  tax adjustment increases by $9 million for a total tax adjustment for the
  nine months ended June 30, 2009 of $39 million.

  In the second quarter of fiscal year 2009, the Company recorded a $27
  million discrete period tax adjustment related to second quarter 2009
  restructuring costs using a blended statutory tax rate of 19.2%.  Due to
  the tax rate change in the third quarter of fiscal 2009, the discrete
  period tax adjustment decreases by $9 million for a total tax adjustment
  for the nine months ended June 30, 2009 of $18 million.

  The Company reviews its deferred tax asset valuation allowances on a
  quarterly basis, or whenever events or changes in circumstances indicate
  that a review is required. In determining the requirement for a valuation
  allowance, the historical and projected financial results of the legal
  entity or consolidated group recording the net deferred tax asset is
  considered, along with any other positive or negative evidence.  Since
  future financial results may differ from previous estimates, periodic
  adjustments to the Company's valuation allowance may be necessary.

  In the first quarter of fiscal 2009, the Company performed an analysis of
  its worldwide deferred tax assets.  As a result of the rapid deterioration
  in the economic environment, several jurisdictions incurred unexpected
  losses in the first quarter that resulted in cumulative losses over the
  prior three years. As a result, and after considering tax planning
  initiatives and other positive and negative evidence, the Company
  determined that it was more likely than not that the deferred tax assets
  would not be utilized in several jurisdictions including France, Mexico,
  Spain and the United Kingdom. Therefore, the Company recorded a $300
  million valuation allowance as income tax expense. To the extent the
  Company improves its underlying operating results in these jurisdictions,
  these valuation allowances, or a portion thereof, could be reversed in
  future periods.

  In the second quarter of fiscal 2009, the Company performed an analysis of
  its worldwide deferred tax assets.  As a result, and after considering tax
  planning initiatives and other positive and negative evidence, the Company
  determined that it was more likely than not that the deferred tax asset
  associated with a capital loss on a French legal entity would be utilized.
  Therefore, the Company released $45 million of valuation allowances
  against income tax expense in the three month period ended March 31, 2009.

  In the third quarter of fiscal 2009, the Company performed an analysis of
  its worldwide deferred tax assets.  As a result, and after considering tax
  planning initiatives and other positive and negative evidence, the Company
  determined that it was more likely than not that a portion of the deferred
  tax assets in Brazil would be utilized.  Therefore, the Company released
  $10 million of valuation allowances in the three month period ended June
  30, 2009. This is comprised of a $3 million decrease in income tax
  expense, a $22 million increase to cumulative translation adjustment and a
  $29 million decrease to goodwill.

  In the second quarter of fiscal 2009, the Company recorded a $30 million
  discrete period tax benefit related to a change in tax status of a French
  subsidiary. The change in tax status resulted from a voluntary tax
  election that produced a deemed liquidation for U.S. federal income tax
  purposes.  The Company received a tax benefit in the U.S. for the loss
  from the decrease in value from the original tax basis of its investment.
  This election changed the tax status from a controlled foreign corporation
  (i.e. taxable entity) to a branch (i.e., flow through entity similar to a
  partnership) for U.S. federal income tax purposes and is thereby reported
  as a discrete period tax benefit in accordance with the provision of
  Statement of Financial Accounting Standards No. 109.

  In the second quarter of fiscal 2009, the Company filed a claim for refund
  in the second quarter, with the Internal Revenue Service related to
  interest computations of prior tax payments and refunds.  The refund claim
  resulted in a tax provision decrease of $6 million.

  In calculating the provision for income taxes, the Company uses an
  estimate of the annual effective tax rate based upon the facts and
  circumstances known at each interim period. On a quarterly basis, the
  annual effective tax rate is adjusted, as appropriate, based upon changed
  facts and circumstances, if any, as compared to those forecasted at the
  beginning of the fiscal year and each interim period thereafter. For the
  three and nine months ended June 30, 2009, the Company decreased its
  estimated annual effective income tax rate from continuing operations from
  31% to 27%, primarily due to geographical shift in income and global tax
  planning initiatives.  This created a tax detriment of $11 million in the
  current quarter after applying the new effective tax rate. The estimated
  annual effective income tax rate from continuing operations for the three
  and nine months ended June 30, 2008 was 21%.

  The tables below show a reconciliation of the provision for income taxes
  for the three and nine months ended June 30, 2009 (in millions):

                         Three Months Ended             Nine Months Ended
                           June 30, 2009                 June 30, 2009
                         -------------------         --------------------
                         Amount     Tax Rate         Amount      Tax Rate
                         ------     --------         ------      --------
                            (unaudited)                  (unaudited)
  Federal, state and
   foreign income
   tax expense            $59        27.0%           $(147)         27.0%

    Valuation allowance
     Adjustment            (3)                         252
    Restructuring charges   -                           18
    Change in tax status
     of foreign subsidiary  -                          (30)
    Impairment charges      -                           39
    Interest refund         -                           (6)
    Uncertain tax
     positions            (17)                         (17)
    Effective tax
     rate adjustment       11                            -

  Provision for income   ----                         ----
   taxes                  $50        23.1%            $109         -20.0%
                         ====                         ====

  5. Earnings per Share

  The following table reconciles the numerators and denominators used to
  calculate basic and diluted earning per share (in millions):

                               Three Months Ended       Nine Months Ended
                                     June 30                 June 30
                               ------------------       -----------------
                               2009          2008       2009         2008
                               ----          ----       ----         ----
                                   (unaudited)             (unaudited)
  Income Available to Common
   Shareholders

  Basic income (loss)
   available to common
   shareholders                $163          $439      $(638)        $963

    Financing costs related
     to the convertible senior
     notes and Equity Units,
     net of tax                  13             -          -            -

  Diluted income (loss)
   available to common         ----          ----      -----         ----
   shareholders                $176          $439      $(638)        $963
                               ====          ====      =====         ====

  Weighted Average Shares
   Outstanding
  Basic weighted average
   shares outstanding         594.7         592.9      593.9        593.0
  Effect of dilutive
   securities:
    Stock options               1.8           8.0          -          8.7
    Convertible senior notes   36.0             -          -            -
    Equity units               43.7             -          -            -
                               ----         -----      -----        -----
  Diluted weighted average
   shares outstanding         676.2         600.9      593.9        601.7
                              =====         =====      =====        =====

  For the nine months ended June 30, 2009, the total number of potential
  dilutive shares due to stock options, Equity Units and the convertible
  senior notes was 87.6 million.  However, these items were not included in
  the computation of diluted net loss per common share for the nine months
  ended June 30, 2009, since to do so would decrease the loss per share.
Photo: http://www.newscom.com/cgi-bin/prnh/20081030/AQTH055ALOGO
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PRN Photo Desk, photodesk@prnewswire.com