Delaware | 25-1797617 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1201 South Second Street, | 53204 | |
Milwaukee, Wisconsin | (Zip Code) | |
(Address of principal executive offices) |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 433.5 | $ | 408.1 | ||||
Receivables |
788.3 | 743.6 | ||||||
Inventories |
450.9 | 411.5 | ||||||
Deferred income taxes |
372.8 | 160.4 | ||||||
Other current assets |
117.2 | 113.0 | ||||||
Assets available for sale (Note 13) |
341.3 | 351.4 | ||||||
Total current assets |
2,504.0 | 2,188.0 | ||||||
Property, net |
468.1 | 468.5 | ||||||
Goodwill |
699.7 | 693.8 | ||||||
Other intangible assets, net |
125.1 | 126.1 | ||||||
Prepaid pension |
599.0 | 596.6 | ||||||
Other assets |
112.5 | 110.2 | ||||||
Assets available for sale (Note 13) |
553.1 | 552.2 | ||||||
TOTAL |
$ | 5,061.5 | $ | 4,735.4 | ||||
LIABILITIES AND SHAREOWNERS EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term debt |
$ | 533.2 | $ | 219.0 | ||||
Accounts payable |
376.6 | 395.7 | ||||||
Compensation and benefits |
131.5 | 167.7 | ||||||
Income taxes payable |
106.1 | 51.0 | ||||||
Other current liabilities |
373.2 | 348.4 | ||||||
Liabilities associated with assets available for sale (Note 13) |
103.5 | 111.5 | ||||||
Total current liabilities |
1,624.1 | 1,293.3 | ||||||
Long-term debt |
749.5 | 748.2 | ||||||
Retirement benefits |
323.5 | 322.6 | ||||||
Deferred income taxes |
82.3 | 75.5 | ||||||
Other liabilities |
232.5 | 236.1 | ||||||
Liabilities associated with assets available for sale (Note 13) |
61.3 | 141.5 | ||||||
Commitments and contingent liabilities (Note 12)
|
||||||||
Shareowners equity: |
||||||||
Common stock (shares issued: 216.4) |
216.4 | 216.4 | ||||||
Additional paid-in capital |
1,203.4 | 1,193.6 | ||||||
Retained earnings |
3,226.9 | 2,856.2 | ||||||
Accumulated other comprehensive loss |
(58.8 | ) | (75.3 | ) | ||||
Common stock in treasury, at cost (shares held: |
||||||||
December 31, 2006, 50.7; September 30, 2006, 45.6) |
(2,599.6 | ) | (2,272.7 | ) | ||||
Total shareowners equity |
1,988.3 | 1,918.2 | ||||||
TOTAL |
$ | 5,061.5 | $ | 4,735.4 | ||||
2
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Sales |
$ | 1,146.3 | $ | 1,069.7 | ||||
Cost of sales |
(648.7 | ) | (620.4 | ) | ||||
Gross profit |
497.6 | 449.3 | ||||||
Selling, general and administrative expenses |
(293.1 | ) | (264.9 | ) | ||||
Other income |
0.8 | 3.1 | ||||||
Interest expense |
(18.4 | ) | (13.1 | ) | ||||
Income from continuing operations before income taxes |
186.9 | 174.4 | ||||||
Income tax provision |
(56.0 | ) | (50.5 | ) | ||||
Income from continuing operations |
130.9 | 123.9 | ||||||
Income from discontinued operations |
||||||||
Income from discontinued operating activities |
34.2 | 21.8 | ||||||
Income tax benefit on pending divestiture (Note 14) |
264.0 | | ||||||
Income from discontinued operations |
298.2 | 21.8 | ||||||
Net income |
$ | 429.1 | $ | 145.7 | ||||
Basic earnings per share: |
||||||||
Continuing operations |
$ | 0.78 | $ | 0.70 | ||||
Discontinued operations |
1.77 | 0.12 | ||||||
Net income |
$ | 2.55 | $ | 0.82 | ||||
Diluted earnings per share: |
||||||||
Continuing operations |
$ | 0.76 | $ | 0.68 | ||||
Discontinued operations |
1.74 | 0.12 | ||||||
Net income |
$ | 2.50 | $ | 0.80 | ||||
Cash dividends per share |
$ | 0.29 | $ | 0.225 | ||||
Weighted average outstanding shares: |
||||||||
Basic |
168.6 | 178.7 | ||||||
Diluted |
171.4 | 182.3 | ||||||
3
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Continuing Operations: |
||||||||
Operating Activities: |
||||||||
Net income |
$ | 429.1 | $ | 145.7 | ||||
Income from discontinued operations |
298.2 | 21.8 | ||||||
Income from continuing operations |
130.9 | 123.9 | ||||||
Adjustments to arrive at cash provided by (used for) operating activities: |
||||||||
Depreciation |
23.3 | 21.7 | ||||||
Amortization of intangible assets |
5.2 | 4.7 | ||||||
Share-based compensation expense |
7.0 | 5.8 | ||||||
Retirement benefits expense |
11.2 | 22.1 | ||||||
Pension trust contributions |
(14.0 | ) | (455.5 | ) | ||||
Net (gain) loss on disposition of property |
(0.2 | ) | 1.0 | |||||
Income tax benefit from the exercise of stock options |
0.3 | 0.3 | ||||||
Excess income tax benefit from the exercise of stock options |
(4.7 | ) | (11.3 | ) | ||||
Changes in assets and liabilities, excluding effects of foreign currency adjustments: |
||||||||
Receivables |
(35.7 | ) | (1.5 | ) | ||||
Inventories |
(37.3 | ) | (17.6 | ) | ||||
Accounts payable |
(14.6 | ) | 12.9 | |||||
Compensation and benefits |
(37.6 | ) | (66.4 | ) | ||||
Income taxes |
54.8 | 132.5 | ||||||
Other assets and liabilities |
9.6 | 5.6 | ||||||
Cash Provided by (Used for) Operating Activities |
98.2 | (221.8 | ) | |||||
Investing Activities: |
||||||||
Capital expenditures |
(29.2 | ) | (22.7 | ) | ||||
Acquisition of business |
| (25.4 | ) | |||||
Proceeds from sale of property |
2.1 | 89.9 | ||||||
Cash (Used for) Provided by Investing Activities |
(27.1 | ) | 41.8 | |||||
Financing Activities: |
||||||||
Net issuance of short-term debt |
314.2 | 102.0 | ||||||
Cash dividends |
(49.2 | ) | (40.3 | ) | ||||
Purchases of treasury stock |
(350.7 | ) | (201.1 | ) | ||||
Proceeds from the exercise of stock options |
11.9 | 17.4 | ||||||
Excess income tax benefit from the exercise of stock options |
4.7 | 11.3 | ||||||
Other financing activities |
(0.2 | ) | 0.1 | |||||
Cash Used for Financing Activities |
(69.3 | ) | (110.6 | ) | ||||
Effect of exchange rate changes on cash |
5.9 | (3.7 | ) | |||||
Cash Provided by (Used for) Continuing Operations |
7.7 | (294.3 | ) | |||||
Discontinued Operations: |
||||||||
Cash Provided by Discontinued Operating Activities |
22.5 | 21.8 | ||||||
Cash (Used for) Provided by Discontinued Investing Activities |
(4.0 | ) | 53.1 | |||||
Cash (Used for) Discontinued Financing Activities |
(0.8 | ) | | |||||
Cash Provided by Discontinued Operations |
17.7 | 74.9 | ||||||
Increase (Decrease) in Cash and Cash Equivalents |
25.4 | (219.4 | ) | |||||
Cash and Cash Equivalents at Beginning of Period |
408.1 | 459.0 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 433.5 | $ | 239.6 | ||||
4
1. | Basis of Presentation and Accounting Policies |
|
In the opinion of management of Rockwell Automation, Inc. (the Company or Rockwell
Automation), the unaudited Condensed Consolidated Financial Statements contain all
adjustments, consisting solely of adjustments of a normal recurring nature, necessary to
present fairly the financial position, results of operations, and cash flows for the periods
presented. These statements should be read in conjunction with our Annual Report on Form 10-K
for the fiscal year ended September 30, 2006. The results of operations for the three-month
period ended December 31, 2006 are not necessarily indicative of the results for the full
year. All date references to years and quarters herein refer to our fiscal year and fiscal
quarter unless otherwise stated. |
||
In June 2006, we announced our intention to divest our Dodge mechanical and Reliance Electric
motors and motor repair services businesses. These are the principal businesses of our former
Power Systems operating segment. On November 7, 2006, we announced that we have entered into a
definitive agreement to sell these businesses to Baldor Electric Company (Baldor) for $1.8
billion, comprised of $1.75 billion in cash and $50 million in Baldor common stock. The
transaction is subject to customary closing conditions and is expected to close on or about
January 31, 2007. These businesses are reported as a discontinued operation in the Condensed
Consolidated Financial Statements for all periods presented. |
||
In March 2006, we sold the assets of our ElectroCraft Engineered Solutions (ElectroCraft)
business. ElectroCraft is reported as a discontinued operation in the Condensed Consolidated
Financial Statements for all periods presented. |
||
Effective October 1, 2006, we realigned our internal management reporting structure. As a
result of this realignment, we now report our historical Control Systems operating segment as
two new operating segments: Architecture & Software and Control Products & Solutions. The
reporting structure changes include realignment of our services and solutions offerings from
our former Control Systems operating segment to report through the Control Products &
Solutions segment. Additionally, the drives and drives related parts and services business
from our former Power Systems operating segment was also realigned to report through Control
Products & Solutions. We no longer report our former Power Systems operating segment as a
continuing operation as a result of our November announcement that we have agreed to sell this
segments principal businesses. |
||
Cash and Cash Equivalents |
||
Cash and cash equivalents include time deposits and certificates of deposit with original
maturities of three months or less at the time of purchase. |
||
Receivables |
||
Receivables are stated net of allowances for doubtful accounts of $12.1 million at December
31, 2006 and $11.2 million at September 30, 2006. In addition, receivables are stated net of
an allowance for certain customer returns, rebates and incentives of $10.4 million at December
31, 2006 and $8.5 million at September 30, 2006. |
||
Income Taxes |
||
At the end of each interim reporting period, we estimate a base effective tax rate, which is
the effective tax rate that we expect for the full fiscal year based on our most recent
forecast of pretax income, permanent book and tax differences and global tax planning
strategies. We use this base rate to provide for income taxes on a year-to-date basis,
excluding the effect of significant unusual or extraordinary items or items that are reported
net of their related tax effects. We recognize the tax effect of significant unusual or
extraordinary items in the period in which they are realizable. |
5
1. | Basis of Presentation and Accounting Policies (Continued) |
|
Earnings Per Share |
||
We present basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by
dividing net income by the weighted average number of common shares outstanding during the
applicable period. Diluted EPS amounts are based upon the weighted average number of common
and common equivalent shares outstanding during the applicable period. The difference between
basic and diluted EPS is attributable to share-based compensation awards. We use the treasury
stock method to calculate the effect of outstanding share-based compensation awards, which
requires us to compute total employee proceeds as the sum of (a) the amount the employee must
pay upon exercise of the award, (b) the amount of unearned share-based compensation costs
attributed to future services and (c) the amount of tax benefits, if any, that would be
credited to additional paid-in capital assuming exercise of the award. Share-based
compensation awards for which the total employee proceeds exceed the average market price over
the applicable period have an antidilutive effect on EPS, and accordingly, we exclude them
from the calculation of diluted EPS. For the three months ended December 31, 2006,
share-based compensation awards for 2.1 million shares were excluded from the diluted EPS
calculation because they were antidilutive. For the three months ended December 31, 2005,
share-based compensation awards for 1.6 million shares were excluded from the diluted EPS
calculation because they were antidilutive. |
||
The following table reconciles basic weighted average outstanding shares to diluted weighted
average outstanding shares (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Weighted average outstanding shares |
||||||||
Basic weighted average outstanding shares |
168.6 | 178.7 | ||||||
Effect of dilutive securities |
||||||||
Stock options |
2.7 | 3.5 | ||||||
Restricted stock |
0.1 | 0.1 | ||||||
Diluted weighted average outstanding shares |
171.4 | 182.3 | ||||||
Non-Cash Financing Activities |
||
During the quarter ended December 31, 2006, we repurchased 340,000 shares of our common stock
for $21.0 million that did not settle until January 2007. In September 2006, we repurchased
359,200 shares of our common stock for $20.6 million that did not settle until October 2006.
These outstanding purchases were recorded in accounts payable at December 31, 2006 and
September 30, 2006. |
||
Recent Accounting Pronouncements |
||
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans An Amendment of FASB Statements No. 87, 88, 106, and
132R (SFAS 158). SFAS 158 requires companies to recognize the funded status of pension and
other postretirement benefit plans on sponsoring employers balance sheets and to recognize
changes in the funded status in the year the changes occur. It also requires the measurement
date of plan assets and obligations to occur at the end of the employers fiscal year. SFAS
158 is effective for us at the end of fiscal 2007, except for the change in measurement date,
which is effective for us in fiscal 2009. Based on the funded status of our pension and
postretirement benefit plans as reported in our Annual Report on Form 10-K dated September 30,
2006, we would have recorded approximately a 15 percent decrease in shareowners equity had
SFAS 158 been effective at that date. It is unlikely that FAS 158 will affect our results of
operations, our loan covenant compliance or our other financial arrangements. The ultimate
effect on our financial statements depends upon the discount rate at our fiscal 2007
measurement date (June 30, 2007) and actual returns on our pension plan assets during the
year. |
6
1. | Basis of Presentation and Accounting Policies (Continued) |
|
Recent Accounting Pronouncements (Continued) |
||
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in
an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income
Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective
for us beginning in fiscal 2008. We are evaluating the interpretation to determine the effect
on our financial statements and related disclosures. |
||
2. | Share-Based Compensation |
|
Effective October 1, 2005, we adopted SFAS 123(R), Share-Based Payment (SFAS 123(R)), using
the modified prospective application transition method. Before we adopted SFAS 123(R), we
accounted for share-based compensation in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees. We recognized $7.0 million and $5.8 million
in share-based compensation expense in income from continuing operations during the
three-months ended December 31, 2006 and 2005, respectively. |
||
Our annual grant of share-based compensation generally takes place during the first quarter of
each fiscal year. The number of shares granted to all employees and the weighted average fair
value per share during the periods presented was (in thousands except per share amounts): |
Three
Months Ended December 31, |
||||||||||||||||
2006 | 2005 | |||||||||||||||
Wtd. Avg | Wtd. Avg | |||||||||||||||
Share | Share | |||||||||||||||
Grants | Fair Value | Grants | Fair Value | |||||||||||||
Stock Options |
1,103 | $ | 20.03 | 1,511 | $ | 17.49 | ||||||||||
Performance shares |
99 | 72.24 | 143 | 63.24 | ||||||||||||
Restricted stock awards |
49 | 63.11 | 84 | 56.71 | ||||||||||||
Total shares granted |
1,251 | 25.87 | 1,738 | 23.15 | ||||||||||||
3. | Acquisitions |
|
In December 2005, our Architecture & Software segment acquired Datasweep, Inc., a provider of
production management software. The results of operations of this business have been included
in our Condensed Consolidated Statement of Operations since the date of acquisition. Pro forma
financial information and allocation of the purchase price is not presented as the effects of
this acquisition are not material to our results of operations and financial position. |
7
4. | Inventories |
|
Inventories consist of (in millions): |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Finished goods |
$ | 140.5 | $ | 132.6 | ||||
Work in process |
107.4 | 98.7 | ||||||
Raw materials, parts, and supplies |
203.0 | 180.2 | ||||||
Inventories |
$ | 450.9 | $ | 411.5 | ||||
We report inventories net of the allowance for excess and obsolete inventory of $34.6 million at December 31, 2006 and $31.4 million at September 30, 2006. |
5. | Property |
|
Property consists of (in millions): |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Land |
$ | 5.1 | $ | 5.1 | ||||
Buildings and improvements |
248.6 | 243.5 | ||||||
Machinery and equipment |
1,244.5 | 1,227.9 | ||||||
Construction in progress |
41.1 | 39.2 | ||||||
Total |
1,539.3 | 1,515.7 | ||||||
Less accumulated depreciation |
(1,071.2 | ) | (1,047.2 | ) | ||||
Property, net |
$ | 468.1 | $ | 468.5 | ||||
6. | Goodwill and Other Intangible Assets |
|
Changes in the carrying amount of goodwill for the three months ended December 31, 2006 are (in millions): |
Control | ||||||||||||
Architecture & | Products & | |||||||||||
Software | Solutions | Total | ||||||||||
Balance as of September 30, 2006 |
$ | 328.2 | $ | 365.6 | $ | 693.8 | ||||||
Translation and other |
3.5 | 2.4 | 5.9 | |||||||||
Balance as of December 31, 2006 |
$ | 331.7 | $ | 368.0 | $ | 699.7 | ||||||
8
6. | Goodwill and Other Intangible Assets (Continued) |
|
Other intangible assets consist of (in millions): |
December 31, 2006 | ||||||||||||
Carrying | Accumulated | |||||||||||
Amount | Amortization | Net | ||||||||||
Amortized intangible assets: |
||||||||||||
Computer software products |
$ | 123.0 | $ | 61.5 | $ | 61.5 | ||||||
Other |
38.3 | 20.4 | 17.9 | |||||||||
Total amortized intangible assets |
161.3 | 81.9 | 79.4 | |||||||||
Intangible assets not subject to amortization |
45.7 | | 45.7 | |||||||||
Total |
$ | 207.0 | $ | 81.9 | $ | 125.1 | ||||||
September 30, 2006 | ||||||||||||
Carrying | Accumulated | |||||||||||
Amount | Amortization | Net | ||||||||||
Amortized intangible assets: |
||||||||||||
Computer software products |
118.9 | 57.5 | 61.4 | |||||||||
Other |
37.8 | 18.8 | 19.0 | |||||||||
Total amortized intangible assets |
156.7 | 76.3 | 80.4 | |||||||||
Intangible assets not subject to amortization |
45.7 | | 45.7 | |||||||||
Total |
$ | 202.4 | $ | 76.3 | $ | 126.1 | ||||||
The Allen-Bradley® and Caribbean Integration EngineersTM trademarks have been
determined to have an indefinite life, and therefore are not subject to amortization. |
||
Estimated amortization expense is $24.0 million in 2007, $22.0 million in 2008, $15.8 million
in 2009, $7.4 million in 2010 and $6.2 million in 2011. |
||
We performed the annual evaluation of our goodwill and indefinite life intangible assets for
impairment as required by SFAS No. 142, Goodwill and Other Intangible Assets, during the first
quarter of 2007 and concluded that no impairments exist. This evaluation, which we have
historically performed in our second fiscal quarter, took place in the first quarter this year
due to our change in operating segments. It is our intention to perform this test again in the
second fiscal quarter of 2007 and continue to perform this test in the second fiscal quarter
of future years. |
||
7. | Other Current Liabilities |
|
Other current liabilities consist of (in millions): |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Advance payments from customers and deferred revenue |
$ | 117.7 | $ | 98.7 | ||||
Customer returns, rebates and incentives |
96.2 | 102.7 | ||||||
Unrealized losses on foreign exchange contracts |
20.1 | 8.5 | ||||||
Product warranty obligations |
38.1 | 37.1 | ||||||
Taxes other than income taxes |
30.0 | 34.7 | ||||||
Other |
71.1 | 66.7 | ||||||
Other current liabilities |
$ | 373.2 | $ | 348.4 | ||||
9
8. | Product Warranty Obligations |
|
We record a liability for product warranty obligations at the time of
sale to a customer based upon historical warranty experience. Most of
our products are covered under a warranty period that runs for twelve
months from either the date of sale or from installation to an
end-user or OEM customer. We also record a liability for specific
warranty matters when they become probable and reasonably estimable.
Our product warranty obligations are included in other current
liabilities in the Condensed Consolidated Balance Sheet. |
||
Changes in the product warranty obligations for the three months ended
December 31, 2006 and 2005 are (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Balance at beginning of period |
$ | 37.1 | $ | 33.0 | ||||
Warranties recorded at time of sale |
11.5 | 8.5 | ||||||
Adjustments to pre-existing warranties |
(0.1 | ) | | |||||
Payments |
(10.4 | ) | (9.0 | ) | ||||
Balance at end of period |
$ | 38.1 | $ | 32.5 | ||||
9. | Debt |
|
Long-term debt consists of (in millions): |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
6.15% notes, payable in 2008 |
$ | 344.3 | $ | 343.2 | ||||
6.70% debentures, payable in 2028 |
250.0 | 250.0 | ||||||
5.20% debentures, payable in 2098 |
200.0 | 200.0 | ||||||
Unamortized discount |
(44.8 | ) | (45.0 | ) | ||||
Subtotal |
749.5 | 748.2 | ||||||
Less current portion |
| | ||||||
Long-term debt |
$ | 749.5 | $ | 748.2 | ||||
We issued an aggregate of $800 million principal amount of our 6.15% notes, 6.70% debentures
and 5.20% debentures in January 1998. The debt offering yielded approximately $750.0 million
of proceeds. We issued the 5.20% debentures at a discount, and the 6.15% notes and 6.70%
debentures at par. |
||
In September 2002, we entered into an interest rate swap contract (the Swap) that effectively
converted our $350.0 million aggregate principal amount of 6.15% notes, payable in 2008, to
floating rate debt based on six-month LIBOR. The floating rate was 8.02 percent at December
31, 2006 and September 30, 2006. As permitted by SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), as amended, we have designated the Swap as a
fair value hedge. Accordingly, the fair value of the Swap was recorded in other liabilities
in the Condensed Consolidated Balance Sheet with a corresponding adjustment to the carrying
value of the underlying debt at December 31, 2006 and September 30, 2006. The fair value of
the Swap, based upon quoted market prices for contracts with similar maturities, was a
liability of $5.7 million at December 31, 2006 and a liability of $6.8 million at September
30, 2006. |
10
9. | Debt (Continued) |
|
On October 26, 2004, we entered into a five-year $600.0 million unsecured revolving credit
facility. On September 29, 2006, we entered into a 364-day $250.0 million unsecured revolving
credit facility. Both credit facilities remain in effect and we have not drawn down under
either of them at December 31, 2006 or September 30, 2006. Borrowings under these credit
facilities bear interest based on short-term money market rates in effect during the period
the borrowings are outstanding. The terms of these credit facilities contain covenants under
which we would be in default if our debt-to-total-capital ratio was to exceed 60 percent. We
were in compliance with all covenants under these credit facilities at December 31, 2006 and
September 30, 2006. In addition to our $600.0 and $250.0 million credit facilities,
short-term unsecured credit facilities of approximately $118.8 million at December 31, 2006
were available to foreign subsidiaries. There were no significant commitment fees or
compensating balance requirements under any of our credit facilities. Borrowings under our
credit facilities during the three months ended December 31, 2006 and 2005 were not
significant. |
||
Our short-term debt obligations primarily relate to commercial paper borrowings.
Commercial paper borrowings outstanding were $530.0 million at December 31, 2006 and
$219.0 million at September 30, 2006. At December 31, 2006 the weighted average interest
rate and maturity period of the commercial paper outstanding were 5.4 percent and 19
days, respectively. At September 30, 2006 the weighted average interest rate and maturity
period of the commercial paper outstanding were 5.4 percent and three days, respectively. |
||
10. | Retirement Benefits |
|
The components of net periodic benefit cost in income from continuing operations are (in millions): |
Pension Benefits | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Service cost |
$ | 13.3 | $ | 16.2 | ||||
Interest cost |
29.0 | 26.3 | ||||||
Expected return on plan assets |
(36.9 | ) | (35.1 | ) | ||||
Amortization: |
||||||||
Prior service cost |
(1.2 | ) | (1.0 | ) | ||||
Net actuarial loss |
5.9 | 11.0 | ||||||
Net periodic benefit cost |
$ | 10.1 | $ | 17.4 | ||||
Other Postretirement | ||||||||
Benefits | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Service cost |
$ | 0.8 | $ | 1.4 | ||||
Interest cost |
2.4 | 3.0 | ||||||
Amortization: |
||||||||
Prior service cost |
(4.1 | ) | (2.6 | ) | ||||
Net actuarial loss |
2.0 | 2.9 | ||||||
Net periodic benefit cost |
$ | 1.1 | $ | 4.7 | ||||
11
10. | Retirement Benefits (Continued) |
|
Included in income from discontinued operations in the Condensed Consolidated Statement of
Operations is pre-tax pension benefit cost of $1.4 million and $3.0 million and pre-tax other
postretirement benefit cost of $2.0 million and $4.2 million for the three months ended
December 31, 2006 and December 31, 2005, respectively. We will retain the pension liability
related to the eligible Power Systems participants in our U.S. Plan and Canada Salary Plan and
the other postretirement benefit liability for eligible U.S. non-union and Canada Salary
retirees after the date of sale of our Dodge mechanical and Reliance Electric motors and motor
repair services businesses, which will result in ongoing net periodic benefit cost for us.
Pension liabilities for our Canada Hourly Plan and Mexico Dodge Plan, as well as other
postretirement liabilities, including for U.S. union active and retiree participants, will be
transferred with these businesses. |
||
In the first three months of 2007 and 2006, we made a voluntary contribution of $8.0 million
and $450.0 million, respectively, to our U.S. qualified pension plan trust, which increased
our prepaid pension asset in the Condensed Consolidated Balance Sheet. |
||
11. | Comprehensive Income |
|
Comprehensive income consists of (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Net income |
$ | 429.1 | $ | 145.7 | ||||
Other comprehensive income: |
||||||||
Currency translation adjustments |
21.2 | (12.5 | ) | |||||
Net unrealized (losses) gains on cash flow hedges |
(4.3 | ) | 6.3 | |||||
Other |
(0.4 | ) | 0.4 | |||||
Other comprehensive income (loss) |
16.5 | (5.8 | ) | |||||
Comprehensive income |
$ | 445.6 | $ | 139.9 | ||||
12. | Commitments and Contingent Liabilities |
|
Various lawsuits, claims and proceedings have been or may be instituted or asserted against us
relating to the conduct of our business, including those pertaining to product liability,
safety and health, intellectual property, employment and contract matters. Although the
outcome of litigation cannot be predicted with certainty and some lawsuits, claims or
proceedings may be disposed of unfavorably to us, we believe the disposition of matters that
are pending or have been asserted will not have a material adverse effect on our business or
financial condition. |
||
We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal
injury as a result of exposure to asbestos that was used in certain components of our products
many years ago. Currently there are thousands of claimants in lawsuits that name us as
defendants, together with hundreds of other companies. The great bulk of the complaints,
however, do not identify any of our products or specify which of these claimants, if any, were
exposed to asbestos attributable to our products; and past experience has shown that the vast
majority of the claimants will never identify any of our products. In addition, when our
products appear to be identified, in some cases they are from divested businesses, and we are
indemnified for most of the costs. However, we have agreed to defend and indemnify against
asbestos claims associated with products manufactured or sold by our Dodge mechanical and
Reliance Electric motors and motor repair services businesses prior to their divestiture by
us, which is expected to occur on or about January 31, 2007. But in all cases, for those
claimants who do show that they worked with our products, we nevertheless believe we have
meritorious defenses, in substantial part due to the integrity of our products, the
encapsulated nature of any asbestos-containing components, and the lack of any impairing
medical condition on the part of many claimants. We defend those cases vigorously.
Historically, we have been dismissed from the vast majority of these claims with no payment to
claimants. |
12
12. | Commitments and Contingent Liabilities (Continued) |
|
We have maintained insurance coverage that we believe covers indemnity and defense costs, over
and above self-insured retentions, for most of these claims. We initiated litigation in the
Milwaukee County Circuit Court on February 12, 2004 to enforce the insurance policies against
Nationwide Indemnity Company and Kemper Insurance, the insurance carriers that provided
liability insurance coverage to our former Allen-Bradley subsidiary. As a result, the
insurance carriers have paid some past defense and indemnity costs and have agreed to pay the
substantial majority of future defense and indemnity costs for Allen-Bradley asbestos claims,
subject to policy limits. If either carrier becomes insolvent or the policy limits of either
carrier are exhausted, our share of future defense and indemnity costs may increase. However,
coverage under excess policies may be available to pay some or all of these costs. |
||
The uncertainties of asbestos claim litigation and the long term solvency of our insurance
carriers make it difficult to predict accurately the ultimate outcome of asbestos claims.
That uncertainty is increased by the possibility of adverse rulings or new legislation
affecting asbestos claim litigation or the settlement process. Subject to these uncertainties
and based on our experience defending asbestos claims, we do not believe these lawsuits will
have a material adverse effect on our financial condition. |
||
In connection with the divestiture of our former aerospace and defense businesses (the A&D
Business) to The Boeing Company (Boeing), we agreed to indemnify Boeing for certain matters
related to operations of the A&D Business for periods prior to the divestiture. In connection
with the spinoffs of our former automotive component systems business, semiconductor systems
business and Rockwell Collins avionics and communications business, the spun-off companies
have agreed to indemnify us for substantially all contingent liabilities related to the
respective businesses, including environmental and intellectual property matters. |
||
We have, from time to time, divested certain of our businesses. In connection with such
divestitures, lawsuits, claims and proceedings may be instituted or asserted against us
related to the period that we owned the businesses. |
||
In many countries we provide a limited intellectual property indemnity as part of our terms
and conditions of sale. We also at times provide limited intellectual property indemnities in
other contracts with third parties, such as contracts concerning: the development and
manufacture of our products; the divestiture of businesses; and the licensing of intellectual
property. Due to the number of agreements containing such provisions, we are unable to
estimate the maximum potential future payments. However, we believe that future payments, if
any, would not be material to our business or financial condition. |
||
Lease Commitments |
||
Our minimum future rental commitments under operating leases having noncancelable lease terms
in excess of one year aggregated $276.0 million as of December 31, 2006 and are payable as
follows (in millions): |
2007 (9 months) |
$ | 46.9 | ||
2008 |
55.0 | |||
2009 |
40.1 | |||
2010 |
26.1 | |||
2011 |
22.3 | |||
Beyond 2011 |
85.6 | |||
Total |
$ | 276.0 | ||
Most of our operating leases contain renewal options for varying periods, and certain leases
include options to purchase the leased property. Commitments from third parties under sublease
agreements having noncancelable lease terms in excess of one year aggregated $9.9 million as
of December 31, 2006 and are receivable through 2009 at approximately $3.4 million per year. |
13
13. | Discontinued Operations |
|
The following is a summary of the composition of income from discontinued operations included
in the Condensed Consolidated Statement of Operations (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Power Systems net income from operations |
$ | 34.8 | $ | 22.1 | ||||
ElectroCraft net loss from operations |
| (0.3 | ) | |||||
Rocky Flats net loss from operations |
(0.6 | ) | | |||||
Income tax benefit on pending divestiture (Note 14) |
264.0 | | ||||||
Income from discontinued operations |
$ | 298.2 | $ | 21.8 | ||||
Power Systems |
||
Our Dodge mechanical and Reliance Electric motors and motor repair services businesses are
reported as a discontinued operation in the Condensed Consolidated Financial Statements for
all periods presented. Related assets and liabilities that we have agreed to sell are
classified as assets available for sale and liabilities associated with assets available for
sale in the Condensed Consolidated Balance Sheet. Refer to Note 1 for additional information
on this pending divestiture. |
||
ElectroCraft Engineered Solutions |
||
During the second quarter of 2006, our Architecture & Software segment sold the assets of our
ElectroCraft Engineered Solutions business. Accordingly, we reflected the results of this
business as a discontinued operation for all periods presented. |
||
Rocky Flats |
||
During the quarter ended
December 31, 2006, we incurred $1.0 million ($0.6 million after-tax)
of legal fees associated with the former Rockwell International Corporations former operation
of the Rocky Flats facility for the U.S. Department of Energy. |
||
Summarized Results |
||
Summarized results of discontinued operations are (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Sales |
$ | 248.1 | $ | 231.7 | ||||
Income from discontinued operating activities before income taxes |
$ | 51.3 | $ | 35.4 | ||||
Income tax expense |
(17.1 | ) | (13.6 | ) | ||||
Income tax benefit on pending divestiture (Note 14) |
264.0 | | ||||||
Income from discontinued operations |
$ | 298.2 | $ | 21.8 | ||||
14
13. | Discontinued Operations (Continued) |
|
The assets classified as available for sale and the liabilities classified as associated with
assets available for sale in the Condensed Consolidated Balance Sheet are: |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Cash and cash equivalents |
$ | 7.7 | $ | 6.6 | ||||
Receivables |
135.2 | 135.7 | ||||||
Inventories |
193.8 | 188.0 | ||||||
Other current assets |
4.6 | 21.1 | ||||||
Current assets available for sale |
$ | 341.3 | $ | 351.4 | ||||
Property, net |
$ | 204.4 | $ | 203.1 | ||||
Goodwill |
147.1 | 147.2 | ||||||
Other intangible assets, net |
198.7 | 199.0 | ||||||
Other assets |
2.9 | 2.9 | ||||||
Non-current assets available for sale |
$ | 553.1 | $ | 552.2 | ||||
Accounts payable |
$ | 67.2 | $ | 74.8 | ||||
Compensation and benefits |
8.9 | 7.9 | ||||||
Other current liabilities |
27.4 | 28.8 | ||||||
Current liabilities associated with assets available for sale |
$ | 103.5 | $ | 111.5 | ||||
Retirement benefits |
$ | 26.5 | $ | 26.5 | ||||
Deferred income taxes |
| 79.8 | ||||||
Other liabilities |
34.8 | 35.2 | ||||||
Non-current liabilities associated with assets available for sale |
$ | 61.3 | $ | 141.5 | ||||
14. | Income Taxes |
|
The base tax rate determined as provided under Income Taxes in Note 1 (which excludes
the effect of significant unusual or extraordinary items or items that are reported net
of their related tax effects) for the full year is estimated at 31 percent based on our
current forecast of pretax income, permanent book and tax differences and global tax
planning strategies for our continuing operations. The effective tax rate for the first
quarter of 2007 was 30 percent, which is lower than the base rate as it includes the
resolution of various tax matters during the quarter. |
||
The tax rate applied to our discontinued operations was approximately 33 percent. This
rate reflects that most of the taxable income from discontinued operations is generated
in higher tax jurisdictions. The income tax benefit of $264.0 million on pending
divestiture represents recognition of a deferred tax asset on the difference between our
tax basis in the stock of the Power Systems subsidiaries that are being sold and the book
value of their net assets as well as the reversal of the deferred tax liabilities that
will not be realized due to the stock sale. In accordance with the FASB Emerging Issues
Task Force Issue 93-17, Recognition of Deferred Tax Assets for a Parent Companys Excess
Tax Basis in the Stock of a Subsidiary that Is Accounted for as a Discontinued Operation,
the tax benefit is recognized upon classification of the subsidiaries as a discontinued operation. |
15
15. | Segment Information |
|
Rockwell Automation is a provider of industrial automation control and information products
and services. We determine our operating segments based on the information used by our chief
operating decision maker, our Chief Executive Officer, to allocate resources and assess
performance. Based upon these criteria, we are organized based upon products and services and
have two operating segments: Architecture & Software and Control Products & Solutions. |
||
Architecture & Software |
||
The Architecture & Software segment contains all elements of our integrated control and
information architecture capable of connecting the customers entire manufacturing enterprise. |
| Architecture & Softwares Integrated Architecture and Logix controllers perform
multiple types of control and monitoring applications, including discrete, batch, continuous process, drive system, motion and machine safety across various industrial
machinery, plants and processes, and supply real time information to supervisory
software and plant-wide information systems. |
||
| Architecture & Softwares products include control platforms, software, I/O devices,
communication networks, high performance rotary and linear motion control systems,
electronic operator interface devices, condition based monitoring systems, sensors,
industrial computers and machine safety components. These products are deployed widely
across industries to end users and OEMs to reduce total cost of ownership, maximize
asset utilization, improve time to market and reduce manufacturing business risk. |
Control Products & Solutions |
||
The Control Products & Solutions segment combines a comprehensive portfolio of intelligent
motor control and industrial control products, with the customer support and application
knowledge necessary to implement an automation or information solution on the plant floor.
This comprehensive portfolio includes: |
| Low voltage and
medium voltage electro-mechanical and electronic motor starters, motor and circuit
protection devices, AC/DC variable frequency drives, push buttons, signaling devices,
relays and timers and condition sensors. |
||
| Value-added packaged solutions, including configured drives, motor control centers
and custom engineered panels for OEM and end-user applications. |
||
| Automation and information solutions, including custom-engineered hardware and
software systems for discrete, process, motion, drives and manufacturing information
applications. |
||
| Services designed to help to maximize a customers automation investment and provide
total life-cycle support, including multi-vendor customer technical support and repair,
asset management and training. |
16
15. | Segment Information (Continued) |
|
The following tables reflect the sales and operating results of our reportable segments (in millions): |
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Sales |
||||||||
Architecture & Software |
$ | 546.7 | $ | 512.2 | ||||
Control Products & Solutions |
627.9 | 580.0 | ||||||
Intersegment sales |
(28.3 | ) | (22.5 | ) | ||||
Total |
$ | 1,146.3 | $ | 1,069.7 | ||||
Segment Operating Earnings |
||||||||
Architecture & Software |
$ | 147.3 | $ | 144.7 | ||||
Control Products & Solutions |
79.7 | 67.1 | ||||||
Total |
227.0 | 211.8 | ||||||
Purchase accounting depreciation and amortization |
(2.7 | ) | (2.3 | ) | ||||
General
corporate – net |
(19.0 | ) | (22.0 | ) | ||||
Interest expense |
(18.4 | ) | (13.1 | ) | ||||
Income tax provision |
(56.0 | ) | (50.5 | ) | ||||
Income from continuing operations |
$ | 130.9 | $ | 123.9 | ||||
Among other considerations, we evaluate performance and allocate resources based upon segment
operating earnings before income taxes, interest expense, costs related to corporate offices,
certain nonrecurring corporate initiatives, gains and losses from the disposition of
businesses, earnings and losses from equity affiliates that are not considered part of the
operations of a particular segment and incremental acquisition related expenses resulting from
purchase accounting adjustments such as intangible asset amortization, depreciation, inventory
and purchased research and development charges. Depending on the product, intersegment sales
that are within a single legal entity are either at cost or cost plus a mark-up, which does
not necessarily represent a market price. Sales between legal entities are at an appropriate
transfer price. Costs incurred related to shared segment operating activities are allocated to
the segments using a methodology consistent with the expected benefit. |
||
Identifiable assets for each of our operating segments and Corporate were (in millions): |
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Architecture & Software |
$ | 1,439.9 | $ | 1,391.5 | ||||
Control Products & Solutions |
1,065.9 | 1,030.0 | ||||||
Corporate |
1,661.3 | 1,410.3 | ||||||
Total |
$ | 4,167.1 | $ | 3,831.8 | ||||
Identifiable assets at Corporate consist principally of cash, net deferred income tax assets,
prepaid pension and property. Property shared by the segments and used in operating
activities is also reported in Corporate identifiable assets. Corporate identifiable assets
include shared net property balances of $170.9 million at December 31, 2006 and $144.4 million
at September 30, 2006 for which depreciation expense has been allocated to segment operating
earnings based on the expected benefit to be realized by each segment. |
17
18
| economic and political changes in global markets where we compete, such as currency
exchange rates, inflation rates, interest rates, recession, policies of foreign
governments and other external factors we cannot control, and U.S. and local laws affecting
our activities abroad and compliance therewith; |
||
| successful development of advanced technologies and demand for and market acceptance of
new and existing products; |
||
| general global and regional economic, business or industry conditions, including levels
of capital spending in industrial markets; |
||
| the availability, effectiveness and security of our legacy and future information technology systems; |
||
| competitive product and pricing pressures; |
||
| disruption of our operations due to natural disasters, acts of war, strikes, terrorism, or other causes; |
||
| intellectual property infringement claims by others and the ability to protect our intellectual property; |
||
| the successful execution of our Power Systems divestiture strategy and redeployment of cash proceeds; |
||
| our ability to successfully address claims by taxing authorities in the various
jurisdictions where we do business; |
||
| our ability to attract and retain qualified personnel; |
||
| the uncertainties of litigation; |
||
| disruption of our North American distribution channel; |
||
| the availability and price of components and materials; and |
||
| other risks and uncertainties, including but not limited to those detailed from time to
time in our Securities and Exchange Commission filings. |
19
| investments in manufacturing capacity, including upgrades, modifications, and expansions
of existing manufacturing facilities, and the creation of new manufacturing facilities; |
||
| our customers needs for greater productivity, cost reduction, quality, and overall
global competitiveness; |
||
| industry factors that include our customers new product introductions, trends in the
actual and forecasted demand for our customers products or services, and the regulatory
and competitive environments in which our customers operate; |
||
| levels of global industrial production; |
||
| regional factors that include local political, social, regulatory and economic circumstances; and |
||
| the seasonal capital spending patterns of our customers due to their annual capital
budgeting processes and their working schedules. |
20
| Industrial Equipment Spending, which is an economic statistic compiled by the Bureau of
Economic Analysis (BEA). This statistic provides insight into spending trends in the broad
U.S. industrial economy, which includes our primary customer base. This measure, over the
longer term, has proven to have reasonable predictive value, and to be a good directional
indicator of our growth trend. |
||
| Capacity Utilization, which is an indication of plant operating activity published by
the Federal Reserve. Historically there has been a meaningful correlation between Capacity
Utilization and the level of capital investment made by our customers in their
manufacturing base. |
||
| The Purchasing Managers Index (PMI), published by the Institute for Supply Management
(ISM), which is an indication of the level of manufacturing activity in the U.S. According
to the ISM, a PMI measure above 50 indicates that the manufacturing economy is generally
expanding while a measure below 50 indicates that it is generally contracting. |
Industrial | ||||||||||||
Equipment | Capacity | |||||||||||
Spending | Utilization | |||||||||||
(in billions) | (percent) | PMI | ||||||||||
Fiscal 2007 |
||||||||||||
December 2006 |
(A) | 81.8 | 51.4 | |||||||||
Fiscal 2006 |
||||||||||||
September 2006 |
172.0 | 82.0 | 52.9 | |||||||||
June 2006 |
170.1 | 82.3 | 53.8 | |||||||||
March 2006 |
163.4 | 81.4 | 55.2 | |||||||||
December 2005 |
163.9 | 81.3 | 55.6 | |||||||||
Fiscal 2005 |
||||||||||||
September 2005 |
157.0 | 79.2 | 58.0 |
(A) Economic indicator, as published by the U.S. Department of Commerce
Bureau of Economic Analysis, not available at time of filing.
|
||
Note: Economic indicators are subject to revisions by the
issuing organizations.
|
21
Changes | ||||||||||||
Excluding the | ||||||||||||
Effect of Changes | ||||||||||||
in Currency Exchange | ||||||||||||
Three | Change vs. Three | Rates vs. Three | ||||||||||
Months Ended | Months Ended | Months Ended | ||||||||||
Dec. 31, 2006(1) | Dec. 31, 2005 | Dec. 31, 2005(2) | ||||||||||
United States |
$ | 634.7 | 2% | 2% | ||||||||
Canada |
76.4 | (2)% | (5)% | |||||||||
Europe, Middle East and Africa |
229.5 | 23% | 15% | |||||||||
Asia-Pacific |
134.7 | 9% | 5% | |||||||||
Latin America |
71.0 | 17% | 16% | |||||||||
Total Sales |
$ | 1,146.3 | 7% | 5% | ||||||||
(1) | We attribute sales to the geographic regions based upon country of destination. |
||
(2) | See Supplemental Information for information on this non-GAAP measure. |
22
| Successfully complete the divestiture of the principal businesses of our former
Power Systems operating segment; |
||
| Execute our cost productivity initiatives; |
||
| Continue our globalization efforts with a particular focus on emerging markets; and |
||
| Sustain the growth of our integrated control and information architecture by
accelerating the proliferation and adoption rate, enhancing features and functionality,
aggressively pursuing growth in an expanded addressable market and enhancing our market
access. |
23
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Sales |
||||||||
Architecture & Software |
$ | 529.0 | $ | 497.3 | ||||
Control Products & Solutions |
617.3 | 572.4 | ||||||
Total |
$ | 1,146.3 | $ | 1,069.7 | ||||
Segment Operating Earnings |
||||||||
Architecture & Software |
$ | 147.3 | $ | 144.7 | ||||
Control Products & Solutions |
79.7 | 67.1 | ||||||
Purchase accounting depreciation and amortization |
(2.7 | ) | (2.3 | ) | ||||
General corporate net |
(19.0 | ) | (22.0 | ) | ||||
Interest expense |
(18.4 | ) | (13.1 | ) | ||||
Income tax provision |
(56.0 | ) | (50.5 | ) | ||||
Income from continuing operations |
130.9 | 123.9 | ||||||
Discontinued operations |
298.2 | 21.8 | ||||||
Net income |
$ | 429.1 | $ | 145.7 | ||||
Diluted earnings per share: |
||||||||
Continuing operations |
$ | 0.76 | $ | 0.68 | ||||
Discontinued operations |
1.74 | 0.12 | ||||||
Net income |
$ | 2.50 | $ | 0.80 | ||||
Diluted weighted average outstanding shares |
171.4 | 182.3 | ||||||
24
Increase | ||||||||||||
(in millions, except percentages) | 2007 | 2006 | (Decrease) | |||||||||
Sales |
$ | 529.0 | $ | 497.3 | $ | 31.7 | ||||||
Segment operating earnings |
147.3 | 144.7 | 2.6 | |||||||||
Segment operating margin |
27.8 | % | 29.1 | % | (1.3) pts | |||||||
25
(in millions, except percentages) | 2007 | 2006 | Increase | |||||||||
Sales |
$ | 617.3 | $ | 572.4 | $ | 44.9 | ||||||
Segment operating earnings |
79.7 | 67.1 | 12.6 | |||||||||
Segment operating margin |
12.9 | % | 11.7 | % | 1.2 pts | |||||||
26
Three Months Ended | ||||||||||||
December 31, | ||||||||||||
2006 | 2005 | |||||||||||
Cash provided by (used for): |
||||||||||||
Operating activities |
$ | 98.2 | $ | (221.8 | ) | |||||||
Investing activities |
(27.1 | ) | 41.8 | |||||||||
Financing activities |
(69.3 | ) | (110.6 | ) | ||||||||
Effect of exchange rate changes on cash |
5.9 | (3.7 | ) | |||||||||
Cash provided by (used for) continuing operations |
$ | 7.7 | $ | (294.3 | ) | |||||||
The following table summarizes free cash flow (in millions): |
||||||||||||
Cash provided by (used for) continuing operating activities |
$ | 98.2 | $ | (221.8 | ) | |||||||
Capital expenditures of continuing operations |
(29.2 | ) | (22.7 | ) | ||||||||
Excess income tax benefit from the exercise of stock options |
4.7 | 11.3 | ||||||||||
Cash provided by discontinued operating activities |
22.5 | 21.8 | ||||||||||
Capital expenditures of discontinued operations |
(4.0 | ) | (4.5 | ) | ||||||||
Free cash flow |
$ | 92.2 | $ | (215.9 | ) | |||||||
27
Short Term | Long Term | |||||||||||
Credit Rating Agency | Rating | Rating | Outlook | |||||||||
Standard & Poors
|
A-1 | A | Stable | |||||||||
Moodys
|
P-2 | A3 | Positive | |||||||||
Fitch Ratings
|
F1 | A | Stable |
28
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2006 | December 31, 2005 | |||||||||||||||
Sales | ||||||||||||||||
Excluding | ||||||||||||||||
Effect | the Effect | |||||||||||||||
of Changes | of Changes | |||||||||||||||
in Currency | in Currency | |||||||||||||||
Exchange | Exchange | |||||||||||||||
Sales | Rates | Rates | Sales | |||||||||||||
United States |
$ | 634.7 | $ | (0.6 | ) | $ | 634.1 | $ | 620.7 | |||||||
Canada |
76.4 | (2.6 | ) | 73.8 | 77.7 | |||||||||||
Europe, Middle East and Africa |
229.5 | (14.9 | ) | 214.6 | 186.4 | |||||||||||
Asia-Pacific |
134.7 | (4.8 | ) | 129.9 | 124.0 | |||||||||||
Latin America |
71.0 | (0.5 | ) | 70.5 | 60.9 | |||||||||||
Total Company Sales |
$ | 1,146.3 | $ | (23.4 | ) | $ | 1,122.9 | $ | 1,069.7 | |||||||
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2006 | December 31, 2005 | |||||||||||||||
Sales | ||||||||||||||||
Excluding | ||||||||||||||||
Effect | the Effect | |||||||||||||||
of Changes | of Changes | |||||||||||||||
in Currency | in Currency | |||||||||||||||
Exchange | Exchange | |||||||||||||||
Sales | Rates | Rates | Sales | |||||||||||||
Architecture & Software |
$ | 529.0 | $ | (11.8 | ) | $ | 517.2 | $ | 497.3 | |||||||
Control Products & Solutions |
617.3 | (11.6 | ) | 605.7 | 572.4 | |||||||||||
Total Company Sales |
$ | 1,146.3 | $ | (23.4 | ) | $ | 1,122.9 | $ | 1,069.7 | |||||||
29
30
31
32
33
Total Number | ||||||||||||||||
of Shares | Maximum Number | |||||||||||||||
Purchased as | of Shares | |||||||||||||||
Total | Part of Publicly | that may yet | ||||||||||||||
Number | Average | Announced | be Purchased | |||||||||||||
of Shares | Price Paid | Plans or | Under the Plans or | |||||||||||||
Period | Purchased | Per Share(1) | Programs | Programs(2) | ||||||||||||
October
1 - 31, 2006
|
692,800 | $ | 62.17 | 692,800 | 4,900,000 | |||||||||||
November 1 - 30, 2006
|
2,520,000 | 63.37 | 2,520,000 | 2,380,000 | ||||||||||||
December 1 - 31, 2006
|
2,380,000 | 62.31 | 2,380,000 | 3,000,000 | ||||||||||||
Total
|
5,592,800 | 62.77 | 5,592,800 | |||||||||||||
(1) | Average price paid per share includes brokerage commissions. |
|
(2) | On September 6, 2006, we initiated a 9 million share
repurchase program effective through September 30, 2007. This program was approved by our Board of Directors, and
replaced our former 9 million share repurchase program in effect since September 8, 2005.
At the time we terminated and replaced our former repurchase program, no shares remained
subject to repurchase under the former program. On December 6, 2006, the Board of Directors
approved the repurchase by us of 3 million shares between December 29, 2006 and December
31, 2007. This is in addition to the 9 million share repurchase program authorized in
September 2006. Our repurchase programs allow management to repurchase shares at its
discretion. However, during quarter-end quiet periods, defined as the period of time from
quarter-end until two days following the filing of our quarterly earnings results with the
SEC on Form 8-K, shares are repurchased at our brokers discretion pursuant to a share
repurchase plan subject to price and volume parameters. |
34
(a) Exhibits: |
||
Exhibit 10.1* |
- | Description of the Companys performance measures and goals for the Companys Incentive Compensation Plan and Annual Incentive Compensation Plan for Senior Executives for fiscal year 2007, contained in the Companys Current Report on Form 8-K dated December 12, 2006, is hereby incorporated by reference. |
Exhibit 10.2 |
- | Purchase Agreement, dated as of November 6, 2006, by and among Rockwell Automation, Inc., Rockwell Automation of Ohio, Inc., Rockwell Automation Canada Control Systems, Grupo Industrias Reliance S.A. de C.V., Rockwell Automation GmbH (formerly known as Rockwell International GmbH) and Baldor Electric Company, contained in the Companys Current Report on Form 8-K dated November 9, 2006, is hereby incorporated by reference. |
Exhibit 12 |
- | Computation of Ratio of Earnings to Fixed Charges for the Three Months Ended December 31, 2006. |
Exhibit 15 |
- | Letter of Deloitte & Touche LLP regarding Unaudited Financial Information. |
Exhibit 31.1 |
- | Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. |
Exhibit 31.2 |
- | Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. |
Exhibit 32.1 |
- | Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32.2 |
- | Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Management contract or compensatory plan or arrangement. |
35
ROCKWELL AUTOMATION, INC. | ||||||
(Registrant) |
||||||
Date: January 26, 2007
|
By | /s/ James V. Gelly | ||||
James V. Gelly | ||||||
Senior Vice President and Chief Financial Officer |
||||||
(Principal Financial Officer) | ||||||
Date: January 26, 2007
|
By | /s/ David M. Dorgan | ||||
David M. Dorgan | ||||||
Vice President and Controller | ||||||
(Principal Accounting Officer) |
36
Exhibit No. | Exhibit | |
12
|
Computation of Ratio of Earnings to Fixed Charges for the Three Months Ended December 31, 2006. | |
15
|
Letter of Deloitte & Touche LLP regarding Unaudited Financial Information. | |
31.1
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
31.2
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
32.1
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |