Acquisitions–In August 2011, the Company acquired 100 percent of the issued and outstanding shares of EMS Technologies, Inc. (EMS), a leading provider of connectivity solutions for mobile networking, rugged mobile computers and satellite communications. EMS is a US public company which operates globally and had reported 2010 revenues of approximately $355 million.

The aggregate value, net of cash acquired, was approximately $513 million and was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. On a preliminary basis, the Company has assigned approximately $134 million to identifiable intangible assets, of which approximately $93 million and approximately $41 million were recorded within the Aerospace and Automation and Control segments respectively, predominantly customer relationships, existing technology and trademarks. These intangible assets are being amortized over their estimated lives, using straight-line and accelerated amortization methods. The excess of the purchase price over the estimated fair values of net assets acquired (approximating $240 million), was recorded as goodwill. This goodwill arises primarily from the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance our product offerings to key target markets and serve as entry into new and profitable segments, and the expected cost synergies that will be realized through the consolidation of the acquired business into our Aerospace and Automation and Control Solutions segments. These cost synergies are expected to be realized principally in the areas of selling, general and administrative expenses, material sourcing and manufacturing. This goodwill is non-deductible for tax purposes.

The results from the acquisition date through September 30, 2011 are included in the Aerospace and Automation and Control Solutions segments and were not material to the consolidated financial statements. As of September 30, 2011, the purchase accounting for EMS is subject to final adjustment primarily for the valuation of inventory and property, plant and equipment, useful lives of intangible assets, amounts allocated to intangible assets and goodwill, and for certain pre-acquisition contingencies.

Divestitures–In July 2011, the Company sold its Consumer Products Group business (CPG) to Rank Group Limited. The sale was completed for approximately $955 million in cash proceeds, resulting in a pre-tax gain of approximately $301 million and approximately $178 million net of tax. The gain was recorded in net income from discontinued operations after taxes in the Company's Consolidated Statement of Operations for the quarter ended September 30, 2011. The net income attributable to the non-controlling interest for the discontinued operations is insignificant. The sale of CPG, which had been part of the Transportation Systems segment, is consistent with the Company's strategic focus on its portfolio of differentiated global technologies.

The key components of income from discontinued operations related to CPG were as follows:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2011		2010		2011		2010
Net sales	$	60	$	253	$	530	$	728
Costs, expenses and other		51		199		421		572
Selling, general and administrative expense		14		23		63		71
Other (income) expense		(3)		2		(2)		3
(Loss) income before taxes		(2)		29		48		82
Gain on disposal of discontinued operations		301		-		301		-
Net income from discontinued operations
before taxes		299		29		349		82
Tax expense		122		10		140		29
Net income from discontinued operations after
taxes	$	177	$	19	$	209	$	53

The components of assets and liabilities classified as discontinued operations and included in other current assets and other current liabilities related to the CPG business consisted of the following:

		December 31,
		2010
Accounts, notes and other receivables	$	227
Inventories		136
Property, plant and equipment - net		116
Goodwill and other intangibles - net		359
Other		3
Total assets	$	841
Accounts payable	$	145
Accrued and other liabilities		45
Total liabilities	$	190