
	A summary of repositioning and other charges follows:

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Severance		$	16	$	194	$	68	$	237
Asset impairments			-		76		11		86
Exit costs			-		35		16		47
Adjustments			(14)		(7)		(44)		(21)
Total net repositioning charge			2		298		51		349

Asbestos related litigation charges,
net of insurance			45		38		124		116
Probable and reasonably estimable
environmental liabilities			53		76		181		177
Other			-		(2)		-		(5)

Total net repositioning and other charges		$	100	$	410	$	356	$	637

The following table summarizes the pretax distribution of total net repositioning and other charges by income statement classification:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2012		2011		2012		2011
Cost of products and services sold	$	97	$	343	$	348	$	545
Selling, general and administrative expenses		3		67		8		92
	$	100	$	410	$	356	$	637

The following table summarizes the pretax impact of total net repositioning and other charges by segment:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2012		2011		2012		2011
Aerospace	$	-	$	38	$	1	$	32
Automation and Control Solutions		-		137		9		182
Performance Materials and Technologies		(1)		28		13		41
Transportation Systems		48		120		160		196
Corporate		53		87		173		186
	$	100	$	410	$	356	$	637

In the quarter ended September 30, 2012, we recognized repositioning charges totaling $16 million for severance costs related to workforce reductions of 284 manufacturing and administrative positions in our Automation and Control Solutions and Transportation Systems segments. The workforce reductions were primarily related to cost savings actions taken in connection with our productivity and ongoing functional transformation initiatives. Also, $14 million of previously established accruals for severance primarily in our Automation and Control Solutions segment were returned to income in the third quarter of 2012 due to fewer employee severance actions caused by higher attrition than originally planned associated with prior severance programs and changes in the scope of previously announced repositioning actions.

In the quarter ended September 30, 2011, we recognized repositioning charges totaling $305 million including severance costs of $194 million related to workforce reductions of 2,097 manufacturing and administrative positions across all of our segments. The workforce reductions were primarily related to the planned shutdown of a manufacturing facility in our Transportation Systems segment, factory consolidations and/or rationalizations and an organizational realignment of a business in our Automation and Control Solutions segment, factory transitions in connection with acquisition-related synergies in our Automation and Control Solutions and Aerospace segments, the consolidation of non-U.S. repair facilities in our Aerospace segment, the exit of a product line in our Performance Materials and Technologies segment, and cost savings actions taken in connection with our ongoing functional transformation and productivity initiatives. The repositioning charges included asset impairments of $76 million principally related to the write-off of certain intangible assets in our Automation and Control Solutions segment due to a change in branding strategy and manufacturing plant and equipment associated with the planned shutdown of a manufacturing facility and exit of a product line as discussed above. The repositioning charges also included exit costs of $35 million principally for costs to terminate a contract in connection with the exit from a product line in our Aerospace segment and closure obligations associated with the planned shutdown of a manufacturing facility and exit of a product line as discussed above.

In the nine months ended September 30, 2012, we recognized repositioning charges totaling $95 million including severance costs of $68 million related to workforce reductions of 1,461 manufacturing and administrative positions across all of our segments. The workforce reductions were primarily related to the planned shutdown of a manufacturing facility in our Transportation Systems segment, the exit from a product line in our Performance Materials and Technologies segment, and cost savings actions taken in connection with our productivity and ongoing functional transformation initiatives. The repositioning charge also included asset impairments of $11 million principally related to manufacturing plant and equipment associated with the exit of a product line in our Performance Materials and Technologies segment. The repositioning charge also included exit costs of $16 million principally related to closure obligations associated with the planned shutdown of manufacturing facilities and exit of a product line. Also, $44 million of previously established accruals for severance primarily at our Automation and Control Solutions and Aerospace segments were returned to income in the first nine months of 2012 due primarily to fewer employee severance actions caused by higher attrition than originally planned associated with prior severance programs.

In the nine months ended September 30, 2011, we recognized repositioning charges totaling $370 million including severance costs of $237 million related to workforce reductions of 3,043 manufacturing and administrative positions across all of our segments. The workforce reductions were primarily related to the planned shutdown of a manufacturing facility in our Transportation Systems segment, cost savings actions taken in connection with our ongoing functional transformation and productivity initiatives, factory transitions in connection with acquisition-related synergies in our Automation and Control Solutions and Aerospace segments, the exit from and/or rationalization of certain product lines and markets in our Performance Materials and Technologies and Automation and Control Solutions segments, the consolidation of repair facilities in our Aerospace segment, and factory consolidations and/or rationalizations and organizational realignments of businesses in our Automation and Control Solutions segment. The repositioning charges included asset impairments of $86 million principally related to the write-off of certain intangible assets in our Automation and Control Solutions segment due to a change in branding strategy and manufacturing plant and equipment associated with the planned shutdown of a manufacturing facility and the exit of a product line and a factory transition as discussed above. The repositioning charges also included exit costs of $47 million principally for costs to terminate contracts related to the exit of a market and product line and a factory transition and closure obligations associated with the planned shutdown of a manufacturing facility and exit of a product line as discussed above. Also, $21 million of previously established accruals, primarily for severance at our Aerospace and Automation and Control Solutions segments, were returned to income in the first nine months of 2011 due principally to fewer employee separations than originally planned associated with prior severance programs.

The following table summarizes the status of our total repositioning reserves:

		Severance		Asset		Exit
		Costs		Impairments		Costs		Total

December 31, 2011	$	353	$	-	$	59	$	412
Charges		68		11		16		95
Usage - cash		(84)		-		(20)		(104)
Usage - noncash		-		(11)		-		(11)
Foreign currency translation		-		-		-		-
Adjustments		(44)		-		-		(44)

September 30, 2012	$	293	$	-	$	55	$	348

Certain repositioning projects in our Aerospace, Automation and Control Solutions and Transportation Systems segments included exit or disposal activities, the costs related to which will be recognized in future periods when the actual liability is incurred. The nature of these exit or disposal costs includes asset set-up and moving, product recertification and requalification, and employee retention, training and travel. The following tables summarize by segment, expected, incurred and remaining exit and disposal costs related to 2011 and 2010 repositioning actions which we were not able to recognize at the time the actions were initiated. The exit and disposal costs related to the repositioning actions in 2012 which we were not able to recognize at the time the actions were initiated were not significant.

					Automation
					and Control		Transportation
2011 Repositioning Actions			Aerospace		Solutions		Systems		Total

Expected exit and disposal costs		$	15	$	15	$	7	$	37
Costs incurred during:
	Year ended December 31, 2011		(1)		-		-		(1)
	Current year-to-date		(1)		(2)		-		(3)
Remaining exit and disposal costs at
	September 30, 2012	$	13	$	13	$	7	$	33

					Automation
					and Control		Transportation
2010 Repositioning Actions			Aerospace		Solutions		Systems		Total

Expected exit and disposal costs		$	11	$	10	$	2	$	23
Costs incurred during:
	Year ended December 31, 2010		-		-		-		-
	Year ended December 31, 2011		(2)		(3)		(1)		(6)
	Current year-to-date		(1)		-		(1)		(2)

Remaining exit and disposal costs at
	September 30, 2012	$	8	$	7	$	-	$	15

In the quarter ended September 30, 2012, we recognized a charge of $53 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $45 million primarily representing an update to our estimated liability for the resolution of Bendix related asbestos claims as of September 30, 2012, net of probable insurance recoveries. Environmental and Asbestos matters are discussed in detail in Note 15, Commitments and Contingencies.

In the quarter ended September 30, 2011, we recognized a charge of $76 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $38 million primarily representing an update to our estimated liability for the resolution of Bendix related asbestos claims as of September 30, 2011, net of probable insurance recoveries.

In the nine months ended September 30, 2012, we recognized a charge of $181 million for environmental liabilities deemed probable and reasonably estimable in the period. We also recognized a charge of $124 million primarily representing an update to our estimated liability for the resolution of Bendix related asbestos claims as of September 30, 2012, net of probable insurance recoveries.

In the nine months ended September 30, 2011, we recognized a charge of $177 million for environmental liabilities deemed probable and reasonably estimable in the period. We also recognized a charge of $116 million primarily representing an update to our estimated liability for the resolution of Bendix related asbestos claims as of September 30, 2011, net of probable insurance recoveries.