
	A summary of repositioning and other charges follows:

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2013		2012		2013		2012
Severance		$	32	$	16	$	130	$	68
Asset impairments			-		-		1		11
Exit costs			6		-		8		16
Adjustments			(16)		(14)		(23)		(44)
Total net repositioning charge			22		2		116		51

Asbestos related litigation charges,
net of insurance			45		45		136		124
Probable and reasonably estimable
environmental liabilities			51		53		161		181
Other			2		-		6		-

Total net repositioning and other charges		$	120	$	100	$	419	$	356

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,
		2013		2012		2013		2012
Cost of products and services sold	$	101	$	97	$	356	$	348
Selling, general and administrative expenses		19		3		63		8
	$	120	$	100	$	419	$	356

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,
		2013		2012		2013		2012
Aerospace	$	1	$	-	$	23	$	1
Automation and Control Solutions		10		-		65		9
Performance Materials and Technologies		10		(1)		10		13
Transportation Systems		42		48		145		160
Corporate		57		53		176		173
	$	120	$	100	$	419	$	356

In the quarter ended September 30, 2013, we recognized repositioning charges totaling $38 million primarily for severance costs related to workforce reductions of 487 manufacturing and administrative positions primarily in our Automation and Control Solutions and Performance Materials and Technologies segments. The workforce reductions were primarily related to achieving acquisition-related synergies in our Automation and Control Solutions segment, the shutdown of a manufacturing facility in our Performance Materials and Technologies segment, and a factory transition in our Automation and Control Solutions segment to a more cost-effective location. Also, $16 million of previously established accruals for severance in our Automation and Control Solutions segment were returned to income in the quarter ended September 30, 2013 due mainly to a change in the scope of a previously announced repositioning action.

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 quarter ended September 30, 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 nine months ended September 30, 2013, we recognized repositioning charges totaling $139 million primarily for severance costs related to workforce reductions of 1,711 manufacturing and administrative positions across all of our segments. The workforce reductions were primarily related to cost savings actions taken in connection with our productivity and ongoing functional transformation initiatives, achieving acquisition-related synergies in our Automation and Control Solutions segment, outsourcing of non-core components in our Transportation Systems segment, the shutdown of a manufacturing facility in our Performance Materials and Technologies segment, and factory transitions in our Automation and Control Solutions segment to more cost-effective locations. Also, $23 million of previously established accruals, primarily for severance, in our Automation and Control Solutions and Performance Materials and Technologies segments were returned to income in the nine months ended September 30, 2013 due primarily to the change in the scope of a previously announced repositioning action and lower than expected costs in completing the exit of a product line.

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 in our Automation and Control Solutions and Aerospace segments were returned to income in the nine months ended September 30, 2012 due primarily to fewer employee severance actions caused by higher attrition 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, 2012	$	276	$	-	$	47	$	323
Charges		130		1		8		139
Usage - cash		(95)		-		(13)		(108)
Usage - noncash		-		(1)		-		(1)
Foreign currency translation		2		-		-		2
Adjustments		(20)		-		(3)		(23)

September 30, 2013	$	293	$	-	$	39	$	332

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 table summarizes by segment, expected, incurred and remaining exit and disposal costs related to 2011 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 2013 and 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	$	12	$	7	$	34
Costs incurred during:
	Year ended December 31, 2011		(1)		-		-		(1)
	Year ended December 31, 2012		(2)		(3)		(1)		(6)
	Current year-to-date		(1)		(4)		(2)		(7)
Remaining exit and disposal
	costs at September 30, 2013	$	11	$	5	$	4	$	20

In the quarter ended September 30, 2013, we recognized a charge of $51 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, 2013, net of probable insurance recoveries. We also recognized other charges of $2 million in connection with the potential resolution of a legal matter. Environmental and Asbestos matters are discussed in detail in Note 17, Commitments and Contingencies.

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.

In the nine months ended September 30, 2013, we recognized a charge of $161 million for environmental liabilities deemed probable and reasonably estimable in the period. We also recognized a charge of $136 million primarily representing an update to our estimated liability for the resolution of Bendix-related asbestos claims as of September 30, 2013, net of probable insurance recoveries. We also recognized other charges of $6 million primarily related to the resolution of a legal matter.

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.